Common use of Representations and Warranties of Borrower Clause in Contracts

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender Administrative Agent and Lenders to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Loan Document Article V of the Original Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on at and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (hereof, except to the extent that such representation or and warranty was made as of a specific datedate or updated, in which case such representation modified or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) supplemented as of a subsequent date with the consent of Majority Lenders, then in each case, such specific other date). (b) Borrower is duly authorized to execute and deliver this Amendment, and Borrower is and will continue to be duly authorized to borrow and perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the this Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderhereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partythis Amendment, the performance by it of its obligations under such Amendment Documentshereunder, and the consummation of the transactions contemplated by such Amendment Documentshereby, do not and will not (ai) conflict with, violate or result in a breach of any provision of (i), 1) Law applicable to its knowledge, any Lawit, (ii2) its Organizational Documentsorganizational documents, or (iii3) any material agreement, judgment, license, order or material license or permit applicable to or binding upon it, (bii) result in the acceleration of any Indebtedness owed by it, or (ciii) result in or require the creation of any consensual Lien upon any of its material assets or properties properties, except as expressly contemplated in, or permitted in by, the Loan Documents. Except (x) as expressly contemplated in, or permitted by, the Loan Documents, disclosed in the Amendment Documents and (y) such as have been obtained Disclosure Schedule or made and are in full force and effect, disclosed pursuant to its knowledgeSection 6.4 of the Credit Agreement, no permit, consent, approval, authorization or order of, and no notice to or filing filing, registration or qualification with, any Governmental Authority or third party is required on the part of or in Borrower pursuant to the provisions of any material Law applicable to it as a condition to its respect in connection with the execution, delivery or performance by it of any Amendment Document this Amendment, or to consummate any the transactions contemplated by the Amendment Documentshereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, this Amendment and each of the Loan Documents, as amended hereby, will be, legal, valid be a legal and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to To induce each Lender to enter into this AmendmentLoan Agreement, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations a. Borrower is a validly formed limited partnership that has been duly organized and warranties made by Borrower exists and is in any Loan Document are true good standing under the laws of the State of Delaware, the jurisdiction in which it was organized, has the lawful power to own its properties and correct to engage in the business it conducts, and is duly qualified to do business in all material respects (without duplication of any materiality qualifier contained therein) on and as of time other states where the nature of the effectiveness hereof as if business transacted by it or Property owned by it makes such representations and warranties had been made as of the time of the effectiveness hereof (qualification necessary, except to the extent that such representation the failure to qualify would not create a Material Adverse Effect; b. Borrower is not in default with respect to any Contractual Obligation so as to have a Material Adverse Effect on the consolidated financial condition of Borrower; c. The execution, delivery and performance of the Loan Documents will not immediately or warranty was made as with the passage of time, or the giving of notice, or both: i. Violate the Organizational Documents governing Borrower, or violate any Laws or result in a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication default under the terms of any materiality qualifier contained therein) as Contractual Obligation to which Borrower is a party or by which Borrower or its respective Properties is bound; or ii. Result in the creation or imposition of such specific date).any Lien upon any of the Property of Borrower, except the Liens in favor of Lender; (b) d. Borrower has duly taken all corporate action necessary the power and authority to authorize enter into and perform the execution and delivery by it of the Amendment Loan Documents to which it is a party or is bound, and to incur obligations, and has taken all action necessary to authorize the consummation execution, delivery and performance of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Loan Documents to which it is a partyparty or is bound; e. The Loan Documents, the performance by it when delivered, will be legally valid and binding Contractual Obligations, enforceable in accordance with their respective terms; f. Borrower has good and marketable title to all of its obligations under Property and such Amendment Property is not subject to any Lien, except for Permitted Liens; g. Borrower’s financial statements have been and will be prepared and presented and hereafter will present fully and fairly the financial condition of Borrower on the dates thereto and the results of operations for the periods covered thereby. There have been no conditions so as to create a Material Adverse Effect in the financial condition or business of Borrower since the date of Borrower’s most recent quarterly financial statements, as filed with the Securities and Exchange Commission; h. Except as otherwise permitted herein, Borrower has filed all federal, state and local tax returns and other reports that it was required by Law to file prior to the date hereof and that are Material to the conduct of its business; has paid or caused to be paid all taxes, assessments and other similar governmental charges that were due and payable prior to the date hereof; have made adequate provision for the payment of taxes which are accruing but not yet payable; and have no knowledge of any deficiency or additional assessment in a Material amount in connection with any taxes which has not been provided for on their books; i. To the best of its knowledge, after due diligence in investigating relevant matters, except as otherwise disclosed or to the extent that the failure to comply would not be Material to the conduct of the business of Borrower, it has complied with all applicable laws with respect to: i. The products that it produces or sells or to the services it performs; ii. The conduct of its businesses; and iii. The use, maintenance and operation of the Properties owned or leased by it; j. No representation or warranty by Borrower, as to its best knowledge, after due diligence in investigating relevant matters, contained herein or in any certificate or other document furnished pursuant hereto, or in the Loan Documents, contains any untrue statement of Material fact or omits to state a Material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made; k. To the best knowledge of Borrower, after due diligence in investigating relevant matters, each consent, approval or authorization of, or filing, registration or qualification with, any Person required to be obtained or effected by Borrower in connection with the execution and delivery of the consummation Loan Documents, or the undertaking or performance of any obligation thereunder, has been duly obtained or effected; l. No part of the proceeds of the Loan(s) will be used, directly or indirectly, for the purpose of purchasing or carrying or trading in any securities in violation of Regulation U. If requested by Lender, Borrower shall furnish to Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 referred to in Regulation U. No indebtedness being reduced or retired out of the proceeds of the Loans was or will be incurred for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U. “Margin stock” within the meanings of Regulation U does not constitute more than 25 percent of the value of the consolidated assets of Borrower. None of the transactions contemplated by such Amendment Documentsthis Loan Agreement (including without limitation, do not and the direct or indirect use of the proceeds of the Loans) will not (a) conflict with, violate or result in a breach violation of any provision the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or regulations issued pursuant thereto, or Regulation U or X; m. Borrower is not subject to regulation under the Public Utility Holding Company Act of 2005 or the Federal Power Act or the Investment Company Act of 1940, each as amended. In addition, Borrower is not (i)) an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, and is not controlled by such a company, or (ii) a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 2005, as amended; n. Borrower has obtained all material licenses, permits, franchises or other governmental authorizations necessary to the ownership of its knowledge, Property and to the conduct of its businesses; o. Borrower is not in violation of any Law, (ii) its Organizational Documentswhich violation could reasonably be expected to have a Material Adverse Effect; and p. Borrower is current with all Material reports and documents, if any, required to be filed with any state or (iii) any material agreement, judgment, license, order federal securities commission or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents similar agency and (y) such as have been obtained or made and are is in full force compliance in all Material respects with all applicable rules and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part regulations of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentssuch commissions. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower hereby represents and warrants to the Administrative Agent and each Lender that: (a) All the representations and warranties made by of Borrower contained in any Loan Document the Credit Agreement are true and correct in all material respects (without duplication except in the case of any representation and warranty qualified by materiality qualifier contained thereinor Material Adverse Effect, which is true and correct in all respects) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation or warranty was made as of a specific representations and warranties specifically refer to an earlier date, in which case such representation or warranty shall be they are true and correct in all material respects (without duplication except in the case of any representation and warranty qualified by materiality qualifier contained thereinor Material Adverse Effect, which is true and correct in all respects) as of such specific earlier date).; (b) Borrower no Unmatured Event of Default, Event of Default or Accelerated Amortization Event has duly taken all corporate action necessary to authorize the execution occurred and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder.continuing; (c) The execution the Borrower has all requisite power and delivery by Borrower of the Amendment Documents authority and all requisite governmental licenses, permits, authorizations, consents and approvals to which it is a partyexecute, the performance by it of deliver and perform its obligations under such Amendment Documents, this Agreement and the consummation of the transactions contemplated by such Amendment Documents, do not and will not Facility Documents as amended hereby; (ad) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permitapproval, consent, approvalexemption, authorization authorization, or order ofother action by, and no or notice to to, or filing with, any Governmental Authority or third party any other Person is necessary or required on the part of or in its respect in connection with the execution, delivery or performance by it by, or enforcement against, the Borrower of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.this Agreement; and (de) This Amendment is, and the other Amendment Documents when this Agreement has been duly executed and delivered will be, by the Borrower and constitutes a legal, valid and binding obligations obligation of itthe Borrower, enforceable against it the Borrower in accordance with their terms except as such enforcement may be limited by its terms, subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws of general application relating other laws affecting creditors’ rights generally and subject to the enforcement of creditors ‘ rights and by general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Representations and Warranties of Borrower. In order The Seller and Cloud Peak make the following representations and warranties to induce the Forbearing Parties as of each Lender to enter into this Amendment, Borrower represents of the date hereof and warrants to Administrative Agent and each Lender thatthe Effective Date: (a) All each of the representations and warranties made (other than (i) any representation and warranty which would not be true by Borrower virtue of the Specified Termination Events and Specified Breaches and (ii) with respect to Cloud Peak, the representation and warranty set forth in any Loan Section 2(f) of Exhibit III to the RPA) by the Seller and Cloud Peak set forth in the RPA and each other Transaction Document to which it is a party are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (respects, except to the extent that such representation or warranty was made as of a specific date, representations and warranties specifically refer to an earlier date in which case such representation or warranty they shall be have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific earlier date).; (b) Borrower other than the Specified Termination Events, no Termination Event has duly taken all corporate action necessary to authorize the execution occurred and delivery by it is continuing, and other than as a result of the Amendment Documents Specified Breaches, no Unmatured Termination Event has occurred and is continuing; (c) the execution, delivery and performance by the Seller and Cloud Peak of this Agreement and any other documents entered into in connection therewith are (i) within their powers, (ii) have been duly authorized by all necessary limited liability company action, respectively, (iii) do not contravene any provision of their operating agreements, (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority, (v) do not conflict with or result in a material breach or termination of, constitute a material default under or accelerate or permit the acceleration of any performance required by any material indenture, mortgage, deed of trust, lease, agreement or other instrument to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance or by which it or any of its obligations thereunder. property is bound, (cvi) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, creation or (c) result in or require the creation imposition of any Lien upon any of its assets or properties except as expressly contemplated or permitted property other than those in favor of the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents Administrator and (yvii) such as have been obtained do not require any material consent or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, approval of any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.other Person; and (d) This Amendment is, each of this Agreement and the any other Amendment Documents when duly executed and delivered will be, documents entered into in connection therewith constitutes a legal, valid and binding obligations obligation of it, the Seller and Cloud Peak enforceable against it them in accordance with their terms its terms, except as such enforcement may be to the extent limited by applicable bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally, and by general equitable principles of equity(whether considered in a proceeding in equity or at law).

Representations and Warranties of Borrower. In order to induce each Lender Bank to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender Bank that: (a) All representations and warranties made by Borrower it in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower It has duly taken all corporate limited liability company action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower it of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documentsorganizational documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness indebtedness owed by it, or (c) result in or require the creation of any Lien lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority governmental authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender Xxxxxxx to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower it in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower It has duly taken all corporate limited liability company and limited partnership action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower it of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documentsorganizational documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness indebtedness owed by it, or (c) result in or require the creation of any Lien lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority governmental authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to the Administrative Agent and each Lender the Lenders that: (a) All representations Borrower’s execution, delivery and warranties made performance of this Amendment, and the consummation of the transactions contemplated hereby, are within its company authority, have been duly authorized by all necessary company action, and do not conflict with, or constitute a breach of, or a default under, (i) its charter or bylaws, (ii) any provision of law, (iii) any agreement or instrument binding upon Borrower, or (iv) any court or administrative order or decree applicable to Borrower, and do not and will not require, or result in, the creation or imposition of any Lien on any asset of Borrower or any of its Restricted Subsidiaries; (b) no consent or approval of any Governmental Authority or any other Person is required for Borrower’s due execution, delivery and performance of this Amendment; (c) this Amendment has been duly executed and delivered by Borrower; (d) this Amendment is Borrower’s legal, valid and binding obligation, enforceable against Borrower in any Loan Document are accordance with its terms, except to the extent limited by Debtor Relief Laws and by general principles of equity; (e) after giving effect to this Amendment, each representation and warranty set forth in Section 9 of the Credit Agreement is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof with the same effect as if such representations made on and warranties had been made as of the time of the effectiveness date hereof (except to the extent that any such representation or warranty was is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be was true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).; and (bf) Borrower has duly taken all corporate action necessary after giving effect to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledgethis Amendment, no permit, consent, approval, authorization Event of Default or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part Unmatured Event of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment DocumentsDefault exists. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower hereby represents and warrants to Administrative Agent and each Lender the Bank that: (a) All after giving effect to this Agreement, no Default or Event of Default exists under the Credit Documents; (b) after giving effect to this Agreement, the representations and warranties made by of the Borrower contained in any Loan Document Article V of the Credit Agreement are true true, accurate and correct complete in all material respects (without duplication of any materiality qualifier contained therein) on and as of time the date hereof to the same extent as though made on and as of such date except to the effectiveness hereof as if extent such representations and warranties had been made as of the time of the effectiveness hereof (except specifically relate to the extent that such representation or warranty was made as of a specific an earlier date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder.; and (c) The execution (i) the execution, delivery and delivery performance by the Borrower of this Agreement are within the Amendment Documents to which it is a party, Borrower's corporate powers and have been duly authorized by all necessary corporate action on the performance by it of its obligations under such Amendment Documents, and the consummation part of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any LawBorrower, (ii) subject to the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting creditors' rights (including, without limitation, preference and fraudulent conveyance or transfer laws), this Agreement constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its Organizational Documents, or terms and (iii) any material agreementneither this Agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with nor the execution, delivery or performance by it the Borrower hereof (A) violates any law or regulation, or any order or decree of any Amendment Document court or Governmental Authority, or (B) conflicts with or results in the breach or termination of, constitutes a default under or accelerates any performance required by, any material indenture, mortgage, deed of trust, lease, agreement or other instrument to consummate which the Borrower is a party or by which the Borrower or any transactions contemplated by the Amendment Documentsof its property is bound. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In consideration of the execution and delivery of this Amendment by Lender, Borrower hereby represents and warrants that: (a) this Amendment has been duly executed and delivered by Borrower, and this Amendment constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting, creditors’ rights generally and the effects of general principles of equity; (b) the execution, delivery and performance of this Amendment (i) are within Borrower’s corporate powers, have been duly authorized by all necessary corporate action, (ii) do not and will not contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) do not and will not contravene in any material respect any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) do not and will not violate, conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any Operating Documents or other organizational documents of Borrower or any material agreement of Borrower, and (v) will not require the consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority or any other Person; (c) after giving effect to induce each Lender to enter into this Amendment, Borrower represents no Default or Event of Default has occurred and warrants to Administrative Agent and each Lender that: is continuing under the Loan Agreement or any other Loan Document; (ad) All as of the date hereof, all representations and warranties made by of Borrower set forth in any the Loan Document Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if other than such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation are already qualified by materiality, Material Adverse Effect or warranty was made as of a specific datesimilar language, in which case such representation or warranty representations and warranties shall be true and correct in all respects), except that that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects (without duplication of any materiality qualifier contained thereinother than such representations and warranties that are already qualified by materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) as of such specific date). ; (be) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, Agreement and the other Amendment Loan Documents when duly executed and delivered will be, constitute the legal, valid and binding obligations of itBorrower, each enforceable against it Borrower in accordance with their terms respective terms, except as such enforcement may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws other laws affecting, creditors’ rights generally and the effects of general application relating to the enforcement of creditors ‘ rights and by general principles of equity; and (f) there has not been any event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: a. Each of Borrower and its subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate power and authority (aincluding, without limitation, all governmental licenses, permits and other approvals) All representations to own, lease and warranties made by Borrower in any Loan Document are true operate its properties and correct in all material respects (without duplication of any materiality qualifier contained therein) to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) Borrower has duly taken all corporate action necessary to authorize the execution b. The execution, delivery and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documentsthis Agreement and each other Document, and the consummation of the transactions contemplated hereby, are within Borrower’s organizational powers, have been duly authorized by such Amendment Documentsall necessary organizational action, and do not and will not (a) conflict with, violate or result in a breach of any provision of (i)) contravene Borrower’s governing documents, to its knowledge, material contracts or any Lawapplicable law or regulations, (ii) its Organizational Documentsviolate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of any material agreement, judgment, license, order contractual restriction binding on or permit applicable to affecting Borrower or binding upon itany of its subsidiaries or any of their properties, (biv) result in an act that would be prohibited by or materially different from Borrower’s definitive Proxy Statement filed on Schedule 14A filed with the SEC on May 8, 2018 (the “Proxy Statement”) or (v) result in the acceleration creation or imposition of any Indebtedness owed by it, lien on any assets of Borrower or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, subsidiaries. c. No authorization or order ofapproval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required on for (i) the part of or in its respect in connection with the due execution, delivery or and performance by it Borrower of any Amendment Document or to consummate (ii) the exercise by Lender of its rights under any transactions contemplated by the Amendment DocumentsDocument. (d) d. This Amendment isAgreement has been, and the other Amendment Documents each Document when delivered hereunder has been or will have been, duly executed and delivered by Borrower. This Agreement is, and each other Document when delivered hereunder will be, the legal, valid and binding obligations obligation of it, Borrower enforceable against it Borrower in accordance with their respective terms. e. The consolidated balance sheet of Borrower and its subsidiaries as at December 31, 2017, and the related consolidated statements of income and cash flows of Borrower and its subsidiaries for the fiscal year then ended, accompanied by an opinion of Mxxxxx LLP, independent public accountants, fairly present the consolidated financial condition of Borrower and its subsidiaries as at such date and the consolidated results of the operations of Borrower and its subsidiaries for the period ended on such date, all in accordance with applicable accounting rules consistently applied. f. Since December 31, 2017, there has been no material adverse change to the business, condition (financial or otherwise), operations, performance, properties or prospects of Borrower or Borrower and its subsidiaries taken as a whole. g. There is no pending or threatened action, suit, investigation, litigation or proceeding, affecting Borrower or any of its subsidiaries before any governmental or regulatory authority or arbitrator. h. Borrower and each of its subsidiaries has filed, has caused to be filed or has been included in all tax returns (national, departmental, local, municipal and foreign) required to be filed and has paid all taxes due with respect to the years covered by such returns. i. Borrower and each of its subsidiaries is in compliance with all applicable laws and requirements of all governmental and regulatory authorities. j. The transaction contemplated under this Agreement and the transactions involving MEA Energy Investment Company 2, Ltd (“MEA”), including the Forward Purchase Agreement dated as of April 27, 2018 between Borrower and MEA in the terms except described in the Proxy Statement, are on terms that are fair and reasonable and no less favorable to Borrower or such subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate (as defined below). k. Each Document is in proper legal form under the law of the British Virgin Islands for the enforcement thereof against Borrower under the law of the British Virgin Islands. l. Borrower’s obligations under this Agreement constitute direct, unconditional, unsubordinated and unsecured obligations of Borrower and do rank and will rank pari passu in priority of payment and in all other respects with all other unsecured and unsubordinated debt of Borrower. m. Borrower is not required to register as an “investment company”, as such enforcement may be limited term is defined in the Investment Company Act of 1940, as amended. n. No information, exhibit or report furnished by bankruptcyor on behalf of Borrower to Lender in connection with the negotiation of this Agreement or any other Documents or pursuant to the terms of any Document contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. o. Borrower is, insolvency before and after giving effect to the Loan and all other borrowings, individually and together with its subsidiaries, solvent. p. Borrower and its subsidiaries are conducting their business in compliance with laws, rules, regulations and requirements of any jurisdiction applicable to Borrower or any of its subsidiaries, in each case, as amended from time to time, concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 and all other applicable anti-bribery and corruption laws (“Anti-Corruption Laws”). Borrower and its subsidiaries, directors, officers and employees and, to the knowledge of Borrower after due inquiry, its Affiliates, agents and other persons acting for the benefit of Borrower, are in compliance with all Anti-Corruption Laws and are not under investigation for or being charged with any violation of Anti-Corruption Laws. Borrower and its subsidiaries, and their respective directors, officers and employees and, to the knowledge of Borrower after due inquiry, its Affiliates and agents are in compliance with all applicable economic or trade sanctions or restrictive measures enacted, administered, imposed or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council, and/or the European Union and/or the French Republic, and/or Her Majesty’s Treasury (“Sanctions”). Borrower has implemented and maintains in effect policies and procedures to ensure compliance by Borrower and its subsidiaries, and its and their respective directors, officers, employees, Affiliates and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. q. None of Borrower or its subsidiaries or any of their respective directors, officers, or employees or, to the knowledge of Borrower after due inquiry, its agents or Affiliates or those of its subsidiaries is a person that is, or is 50% or more owned or controlled by Persons that are, (i) the subject of Sanctions (a “Sanctioned Person”) or (ii) located in, or organized under the laws of, a country or territory that is the subject of Sanctions broadly prohibiting dealings with such government, country or territory (a “Sanctioned Jurisdiction”). r. The operations of Borrower and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, as amended, the applicable money laundering statutes of all jurisdictions where Borrower or any of its subsidiaries conduct business, the rules and regulations thereunder and any related or similar Laws rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”), and, no action, suit or proceeding by or before any court or governmental authority or body or any arbitrator involving Borrower or any of general application relating its subsidiaries with respect to the enforcement Anti-Money Laundering Laws is pending or, to the knowledge of creditors ‘ rights Borrower after due inquiry, threatened. s. No Default or Event of Default has occurred and by general principles of equityis continuing.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower any Restricted Person in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (hereof, except to the extent that such representation or warranty was made as of a specific datedate or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders and Administrative Agent, in which case such representation or warranty shall be was true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of such specific earlier date). (b) Borrower Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower the various Restricted Persons of the Amendment Documents to which it each is a party, the performance by it each of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such the various Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, ) any LawLaw in any material respect, (ii) its the Organizational DocumentsDocuments of any Restricted Person, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itany Restricted Person, (b) result in the acceleration of any Indebtedness owed by itany Restricted Person, or (c) result in or require the creation of any Lien upon any of its assets or properties of any Restricted Person except as expressly contemplated or permitted in the Loan Documents. Except (xi) as expressly contemplated in the Amendment Loan Documents and (yii) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect of a Restricted Person in connection with the execution, delivery or performance by it any Restricted Person of any Amendment Document to which it is a party or to consummate any transactions contemplated by the Amendment Documentsthereby. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of iteach Restricted Person that is a party hereto or thereto, enforceable against it such Restricted Person in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and conveyance or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general equitable principles related to enforceability. (e) The audited annual Consolidated financial statements of equityBorrower dated as of December 31, 2013 fairly present, in all material respects, Borrower’s Consolidated financial position at the date(s) thereof and the Consolidated results of Borrower’s operations and Borrower’s Consolidated cash flows for the period(s) thereof. Since the date of such audited annual Consolidated financial statements no Material Adverse Change has occurred. All such financial statements were prepared in good faith based on assumptions specified therein with such pro forma adjustments as have been accepted by Administrative Agent, subject to year end audit adjustments and the absence of footnotes in the case of any unaudited financial statements. (f) There are no strikes, lockouts or slowdowns against Borrower or any Subsidiary pending or, to the knowledge of Borrower, threatened. The hours worked by and payments made to employees of Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other material Federal, state, local or foreign law dealing with such matters if such failure could reasonably be expected to have a Material Adverse Change. All material payments due from Borrower or any Subsidiary, or for which any claim may be made against Borrower or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Borrower or such Subsidiary. The consummation of the transactions contemplated by this Amendment will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Borrower or any Subsidiary is bound.

Representations and Warranties of Borrower. In order 5.1 The Borrower makes the following representations and warranties to induce each Lender the Issuer and the Purchaser as of the date hereof, all of which will continue in effect subsequent to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatthe purchase of the Bonds: (a) All representations The Borrower is, and warranties made by Borrower at all times will be, a limited partnership, duly organized, validly existing and in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations State and warranties had been made as duly qualified, authorized and licensed under the laws of the time State to transact business as a limited partnership for the purpose of owning and operating a multifamily housing facility in the State. All partners, members and other entities that comprise the Borrower and are included on the Borrower’s signature page hereto (collectively, the “Partners”), are, and at all times will be organized, existing and in good standing under the laws of the effectiveness hereof (except State and are in good standing and duly qualified, authorized and licensed under the laws of the State, to the extent that such representation or warranty was made as required by applicable law. There are no other general partners of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)the Borrower. (b) The Borrower has duly taken all corporate action necessary has, and on the Closing Date will have, full legal right, power and authority (i) to authorize execute and deliver the execution Loan Documents and delivery by it of the Amendment Documents (ii) to which it is a party and to authorize the consummation of consummate the transactions contemplated thereby by this Agreement and the performance Loan Documents. The Partners have, and on the Closing Date will have, full legal right, power and authority to execute and deliver this Agreement and the other Loan Documents on behalf of its obligations thereunderthe Borrower. (c) The Prior to the acceptance hereof, the Borrower has duly authorized the execution and delivery of this Agreement and the performance by the Borrower of the Amendment Documents obligations contained herein and prior to which it is a party, the performance by it of its obligations under such Amendment Documents, Closing Date the Borrower will have duly authorized the (i) execution and the consummation delivery of the transactions contemplated by such Amendment Loan Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in performance by the acceleration Borrower of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted obligations contained in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents , and (yiii) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on consummation by the part Borrower of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any all transactions contemplated by the Amendment Loan Documents. (d) This Amendment isAll consents, approvals, authorizations or orders of, notices to, or filings, registrations or declarations with, any court or governmental authority, board, agency, commission or body having jurisdiction which are required on behalf of the Borrower or for the execution and delivery by the Borrower of this Agreement and the other Amendment Loan Documents or the consummation by the Borrower of the transactions contemplated hereby or thereby have been obtained or will be obtained prior to the Closing Date. (e) The Borrower has not taken or omitted to take on or prior to the date hereof any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds. (f) There is no legal action, suit, proceeding, inquiry or investigation at law or in equity (before or by any court, agency, arbitrator, public board or body or other entity or person) pending or threatened against or affecting the Borrower or the Partners or, to the knowledge of the Borrower, any basis therefor (i) in any way affecting the organization and existence of the Borrower, (ii) contesting or materially affecting the validity or enforceability of this Agreement or the other Loan Documents, (iii) contesting the powers of the Borrower or its authority with respect to the Loan Documents, (iv) contesting the authority of the Partners to act on behalf of the Borrower, (v) wherein an unfavorable decision, ruling or finding would have a material adverse effect on (A) the operations of the Borrower, (B) the due performance by the Borrower of the Loan Documents as of the Closing Date, (C) the validity or enforceability of any of the Loan Documents, or (D) the transactions contemplated hereby or by any Loan Document or (vi) in any way contesting the exclusion from gross income for federal income tax purposes of the interest on the Bonds. (g) This Agreement is, and, when duly executed and delivered by the Borrower and the other parties thereto, the Loan Documents will be, the legal, valid and binding obligations of itthe Borrower, enforceable against it the Borrower in accordance with their terms respective terms, except as such to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar Laws laws affecting creditors' rights generally, or by the exercise of general application relating to the enforcement of creditors ‘ rights and by judicial discretion in accordance with general principles of equity. (h) The execution and delivery by the Borrower of this Agreement and the Loan Documents and the consummation by the Borrower of the transactions contemplated hereby and thereby are not prohibited by, do not violate any provision of, and will not result in a breach of or default under (i) the partnership agreement of the Borrower, (ii) any applicable law, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental body or other requirement to which the Borrower is subject, or (iii) any contract, indenture, agreement, mortgage, lease, note, commitment or other obligation or instrument to which the Borrower is a party or by which the Borrower or its properties is bound. 5.2 Each of the representations and warranties set forth in this Section will survive until the Maturity Date of the Bonds. 5.3 Any certificate signed by the Borrower or the Partners and delivered to the Purchaser and/or the Issuer shall be deemed a representation and warranty by the Borrower to the Purchaser and/or the Issuer as to the statements made therein.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderthereunder and will provide Lender with any approval thereof at the next scheduled meeting of Borrower’s board of directors. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it Borrower of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), ) to its Borrower’s knowledge, any Law, (ii) its Organizational Borrower’s Organization Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itBorrower, (b) result in the acceleration of any Indebtedness owed by itBorrower, or (c) result in or require the creation of any Lien upon any of its the assets or properties of Borrower except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its Borrower’s knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect of Borrower in connection with the execution, delivery or performance by it Borrower of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of itBorrower, enforceable against it Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender Administrative Agent and Lenders to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower or PAA in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on at and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (hereof, except to the extent that such representation or and warranty was made as of a specific datedate or updated, in which case such representation modified or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) supplemented as of a subsequent date with the consent of Majority Lenders, then in each case, such specific other date). (b) No Default or “Default” (as such term is used and defined in the PAA Credit Agreement) exists as of the date hereof. (c) Borrower is duly authorized to execute and deliver this Amendment, and Borrower is and will continue to be duly authorized to borrow and perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the this Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderhereunder. (cd) The execution and delivery by Borrower of this Amendment (and PAA of the Amendment Documents to which it is a partyConsent and Agreement attached hereto), the performance by it of its obligations under such Amendment Documentshereunder (or thereunder), and the consummation of the transactions contemplated by such Amendment Documentshereby (or thereby), do not and will not (ai) conflict with, violate or result in a breach of any provision of (i), 1) Law applicable to its knowledge, any Lawit, (ii2) its Organizational Documentsorganizational documents, or (iii3) any material agreement, judgment, license, order or material license or permit applicable to or binding upon it, (bii) result in the acceleration of any Indebtedness owed by it, or (ciii) result in or require the creation of any consensual Lien upon any of its material assets or properties properties, except as expressly contemplated in, or permitted in by, the Loan Documents. Except (x) as expressly contemplated in, or permitted by, the Loan Documents, disclosed in the Amendment Documents and (y) such as have been obtained Disclosure Schedule or made and are in full force and effect, disclosed pursuant to its knowledgeSection 6.4 of the Credit Agreement, no permit, consent, approval, authorization or order of, and no notice to or filing filing, registration or qualification with, any Governmental Authority or third party is required on the part of or in Borrower pursuant to the provisions of any material Law applicable to it as a condition to its respect in connection with the execution, delivery or performance by it of any Amendment Document this Amendment, or to consummate any the transactions contemplated by the Amendment Documentshereby. (de) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, this Amendment and each of the Loan Documents, as amended hereby, will be, legal, valid be a legal and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent and each Lender thatFoothill as follows: (a) All the execution, delivery and performance by Borrower of this Amendment have been duly authorized by all necessary corporate action of Borrower and do not and will not require any registration with, consent or approval of, notice to or action by, any Person in order to be effective and enforceable; (b) the execution, delivery and performance by Borrower of this Amendment will not violate the articles of incorporation, bylaws or any other agreement to which Borrower is a party or by which the property of Borrower may be bound; (c) the Loan Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, without defense, counterclaim or offset; (d) the representations and warranties made contained in the Loan Agreement (as amended by Borrower in any this Amendment) and each other Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time the date hereof as though made on and as of the effectiveness hereof as if date hereof, except to the extent such representations and warranties had been made as of the time of the effectiveness hereof (except relate to the extent that such representation or warranty was made as of only a specific prior specified date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).; (be) Borrower has duly taken is in full compliance with all corporate action necessary to authorize the execution covenants and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted agreements contained in the Loan Documents. Except (x) Agreement, as expressly contemplated in the Amendment Documents amended by this Amendment, and (y) all such as have been obtained or made covenants and are agreements are, and shall remain, in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.; and (df) This Amendment isno Default or Event of Default is continuing as of the date hereof, nor shall any Default or Event of Default occur as a result of the execution and delivery hereof, or the other Amendment Documents when duly executed and delivered will beBorrower's performance of the obligations herein or under the Loan Agreement, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityamended hereby.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent Lender as follows (with such representations and each warranties qualified to the extent of the Schedules referred to therein and delivered to the Lender that:concurrently with the execution and delivery of this Amended Agreement): (a) Borrower is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is duly qualified as a foreign corporation and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and has the power and authority (including any required license, permit or other approval from any Governmental Authority) to own its assets, to carry on its business as currently conducted and to consummate the transactions contemplated in, and to perform its obligations under, this Amended Agreement and the other Transaction Documents to which it is party or by which it is bound. (b) Borrower has taken all necessary action to authorize its execution and delivery of this Amended Agreement and the other Transaction Documents to which it is party, the performance of its obligations under this Amended Agreement and the other Transaction Documents to which it is party or by which it is bound and the consummation of the transactions contemplated hereby and thereby. (c) This Amended Agreement and each other Transaction Document to which Borrower is party has been duly executed and delivered by Borrower, and each constitutes a valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium and similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (d) No authorization or action of any kind by any Governmental Authority is necessary to authorize the transactions contemplated by this Amended Agreement and each other Transaction Document or required for the validity or enforceability against Borrower of this Amended Agreement and each other Transaction Document, except any filings with a Governmental Authority required to perfect the Lender’s security interest under the Security Agreement and any filings with the United States Securities and Exchange Commission (“SEC”). (e) No consent or approval of, or notice to, any Person is required by the terms of any agreement, contract, lease, commitment, license and other arrangement (each a “Contract”) for the execution or delivery of, or the performance of the obligations of Borrower under, this Amended Agreement and the other Transaction Documents to which Borrower is party or the consummation of the transactions contemplated hereby or thereby, and such execution, delivery, performance and consummation will not result in any breach or violation of, or constitute a default under Borrower Documents or any material Contract, instrument or Law applicable to Borrower, any of its Subsidiaries or any of its assets. (f) There are no actions, proceedings or claims pending or, to the actual knowledge of Borrower, threatened the adverse determination of which could reasonably be expected to have a Material Adverse Effect. (g) No Default or Event of Default has occurred and is continuing, and no such event will occur upon the making of the Loan. (h) The representations and warranties previously made by Borrower in Article VIII of the Original Loan Agreement and in the other Transaction Documents shall have been true and correct as of the date such representations and warranties were made (in each case, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date). (i) With respect to each Contract that is material to the conduct of the LFRP, (i) each such Contract is a valid and binding agreement and each such Contract is in full force and effect, and (ii) Borrower and/or any of its Subsidiaries is in compliance with each such Contract and has no actual knowledge of any default under any such Contract which default has not been cured or waived. (j) All written information heretofore, herein or hereafter supplied to the Lender by or on behalf of Borrower in connection with the Loans and the other transactions contemplated hereby has been, is and will be accurate and complete in all material respects. All representations and warranties made by Borrower in any Loan Document of the other Transaction Documents to which it is party are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)respects. (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Article V of the Original Credit Agreement and the other Loan Document Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof as if such representations and warranties had have been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation representations or warranty was warranties were made as of a specific datedate or updated, modified or supplemented as of a subsequent date with the consent of Required Lenders and Administrative Agent, in which case such representation or warranty representations and warranties shall be have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) as on and of such specific date). (b) Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the this Amendment Documents to which it is a party and to authorize the consummation performance of the transactions contemplated thereby and the performance obligations of its obligations thereunderBorrower hereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partythis Amendment, the performance by it Borrower of its obligations under such Amendment Documents, hereunder and the consummation of the transactions contemplated by such Amendment Documents, hereby do not and will not (a) conflict with, violate or result in a breach of any provision of with (i), to its knowledge, ) any Law, (ii) its the Organizational DocumentsDocuments of Borrower, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itBorrower in any material respect, (b) result in the acceleration of any Indebtedness owed by itBorrower, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsof Borrower. Except (x) as expressly contemplated in the Amendment Documents and (y) such as for those which have been obtained or made and are in full force and effect, to its knowledgeobtained, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it Borrower of any this Amendment Document or to consummate any transactions contemplated by the Amendment Documentshereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each of this Amendment and the Credit Agreement will be, legal, valid be a legal and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general equitable principles of equitygeneral application. (e) The most recent financial statements of Borrower delivered to Lenders pursuant to Sections 6.2(a) and (b) of the Credit Agreement fairly present Borrower’s financial position as of the respective dates thereof. Copies of such financial statements have heretofore been delivered to each Lender. Since such date no Material Adverse Change has occurred in the financial condition or businesses or in the Consolidated financial condition or businesses of Borrower.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations Borrower (i) is duly organized, validly existing and warranties made by Borrower in any Loan Document are true good standing under the Laws of the jurisdiction of its organization, (ii) is duly qualified and correct in good standing as a foreign corporation in each other jurisdiction in which it is required to be licensed and where, in each case, failure to so qualify and be in good standing could result in a Material Adverse Effect, and (iii) has all requisite company power and authority to own or lease and operate its material respects (without duplication of any materiality qualifier contained therein) properties and to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) The execution, delivery and performance by Borrower has duly taken all corporate action necessary to authorize of this Agreement and the execution other Facility Documents (when delivered) and delivery by it the grant of the Amendment Documents security interest contemplated hereby with respect to the Collateral are within its company powers, have been duly authorized by all necessary company action, and do not (i) contravene Borrower’s Organization Documents, (ii) contravene any material contractual restriction binding on it or require any consent under any agreement or instrument to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance or by which any of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it material properties or assets is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Lawbound, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation or imposition of any Lien Liens upon any Collateral other than Liens in favor of its assets Lender in connection with the Facility Documents or properties except as expressly contemplated (iv) violate any Law (including, but not limited to, the Securities Act, the Exchange Act, and the Investment Company Act and the regulations thereunder) or permitted writ, judgment, or injunction. (c) Except for any filings specifically provided for in the Loan Facility Documents. Except , no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption or waiver by, any Governmental Authority or any other third party (x) as expressly contemplated in the Amendment Documents and (y) such except as have been obtained or made and are in full force and effect), is required to its knowledgeauthorize, no permit, consent, approval, authorization or order of, and no notice to or filing is required in connection with, any Governmental Authority or third party is required on the part of or in its respect in connection with (i) the execution, delivery or and performance by it Borrower of any Amendment Facility Document or to consummate (ii) the legality, validity, binding effect or enforceability of any transactions contemplated by the Amendment DocumentsFacility Document. (d) Borrower is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (e) This Amendment is, Agreement and the other Amendment Facility Documents when duly executed and delivered will be, are legal, valid and binding obligations of it, Borrower enforceable against it Borrower in accordance with their respective terms except in all respects. (f) No Default or Event of Default has occurred and is continuing. (g) There are no actions, suits, proceedings, claims or disputes pending at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or against any of its properties or revenues that are reasonably likely to have a Material Adverse Effect. (h) Borrower is a “diversified” “closed-end” “management investment company” and is subject to regulation under the Investment Company Act. Borrower has elected to be treated and qualifies as such enforcement may be a “regulated investment company” within the meaning of the Code. The business and other activities of Borrower, including but not limited to, the making of the Advances by bankruptcyLender, insolvency the application of the proceeds and repayment thereof by Borrower and the consummation of the transactions contemplated by the Facility Documents do not result in any violation of the provisions of the Investment Company Act, or similar Laws of general application relating to any rules, regulations or orders issued by the enforcement of creditors ‘ rights and by general principles of equitySEC thereunder.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations Borrower (i) is formed for the sole purpose of acquiring and warranties made by Borrower holding the SINA Shares, (ii) is duly incorporated, validly existing and in any Loan Document are true good standing under the Laws of the jurisdiction of its formation, (iii) is duly qualified and correct in good standing as a foreign company in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed and where, in each case, failure so to qualify and be in good standing could have a Material Adverse Effect, and (iv) has all material respects (without duplication of any materiality qualifier contained therein) requisite company or other power and authority to own or lease and operate its properties and to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) Borrower has duly taken all corporate action necessary to authorize the execution The execution, delivery and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of this Agreement and the Amendment other Facility Documents and the grant of the security interest contemplated hereby with respect to which it is a partythe Collateral are within its company powers, the performance have been duly authorized by it of its obligations under such Amendment Documentsall necessary company action, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law) contravene Borrower’s Organizational Documents, (ii) contravene any contractual restriction binding on it or require any consent under any agreement or instrument to which it, the Principal or SINA is a party or by which any of its Organizational Documentsproperties or assets is bound, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation or imposition of any Lien Liens upon any property or assets of its assets Borrower other than Liens permitted by Section 5.02(b)(ii), or properties (iv) violate any Law (including, but not limited to, the Securities Act of 1933, the Exchange Act and the regulations thereunder, and the applicable Law of BVI) or writ, judgment, injunction, determination or award. Borrower is not in violation of any such Law, writ, judgment, injunction, determination or award or in breach of any contractual restriction binding upon it, except as expressly contemplated for any such violation or permitted breach which could not reasonably be expected to result in a Material Adverse Effect. (c) Except for any filings specifically provided for in the Loan Documents. Except Pledge Agreement with respect to perfection of Liens on Collateral and any filings or approvals required in connection with the disposition of Collateral, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption or waiver by, any Governmental Authority or any other third party (x) as expressly contemplated in the Amendment Documents and (y) such except as have been obtained or made and are in full force and effect), is required to its knowledgeauthorize, no permit, consent, approval, authorization or order of, and no notice to or filing is required in connection with, any Governmental Authority or third party is required on the part of or in its respect in connection with (i) the execution, delivery or and performance by it Borrower of any Amendment Facility Document or to consummate (ii) the legality, validity, binding effect or enforceability of any transactions contemplated by the Amendment DocumentsFacility Document. (d) This Amendment Agreement is, and the each other Amendment Documents Facility Document was or will be when duly executed and delivered will bedelivered, legal, valid and binding obligations of it, Borrower enforceable against it Borrower in accordance with their respective terms in all respects, except as such enforcement enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws of general application laws, affecting creditors’ rights generally or by equitable principles relating to enforceability. (e) Borrower has not incurred any Debt other than the enforcement Debt contemplated by the Facility Documents. (f) Since September 21, 2009, there has been no Material Adverse Effect. (g) There is no pending or, to the best of creditors ‘ Borrower’s knowledge, threatened action or proceeding affecting Borrower by or before any Governmental Authority or arbitrator which (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Facility Document. (h) Borrower is not required to register as an “investment company” and is not a Person “controlled by” an “investment company,” as such terms are defined in the U.S. Investment Company Act of 1940, as amended. (i) Borrower is a “foreign person” controlled by a “United States Person” for purposes of Regulation X. The Facility Documents, including the extension of credit and the withdrawal and substitution rights of Borrower, do not contemplate any actions that would violate Regulation U or X. Borrower has not taken any actions under the Facility Documents that could result in a violation of Regulation T, U, or X. (j) Borrower has good and marketable title to all of its property free and clear of Liens, other than Liens permitted by general principles Section 5.02(b). Borrower has not made or consented to, or is aware of, any registrations, filings or recordations in any jurisdiction evidencing a security interest in any of equitythe foregoing including, but not limited to, the filing of a register of mortgages, charges and other encumbrances or filings of UCC-1 financing statements, other than any filings regarding Lender’s Liens under the Facility Documents. (k) Borrower has not granted any Person, other than a BAC-ML Entity, any rights or options in the Collateral.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to the Administrative Agent and each Lender that: (a) All The representations and warranties made by of Borrower contained in any Loan Document Section 4 of the Credit Agreement are true and correct in all material respects (without duplication except in the case of any materiality qualifier contained thereinrepresentation and warranty qualified by materiality, which is true and correct in all respects) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation or warranty was made as of a specific representations and warranties specifically refer to an earlier date, in which case such representation or warranty shall be they are true and correct in all material respects (without duplication except in the case of any materiality qualifier contained thereinrepresentation and warranty qualified by materiality, which is true and correct in all respects) as of such specific earlier date). (b) No Event of Default, Default or Early Amortization Event, or Servicer Default or any event that with the giving of notice of the lapse of time, or both, would constitute a Servicer Default has occurred and is continuing. (c) The Borrower (i) has all necessary power, authority and legal right to (A) execute and deliver this Amendment and (B) carry out the terms of this Amendment and the Credit Documents as amended hereby and (ii) has duly taken authorized by all corporate necessary limited liability action necessary to authorize action the execution, delivery and performance of this Amendment and the Credit Documents as amended hereby on the terms and conditions herein and therein provided. (d) All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental Authority required for the due execution and delivery of this Amendment by it the Borrower and performance by the Borrower of the Amendment Documents to which it is a party Credit Agreement as amended hereby have been obtained. (e) The execution and to authorize delivery of this Amendment, the consummation of the transactions contemplated thereby hereby and by the Credit Documents as amended hereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower fulfillment of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, terms hereof and the consummation of the transactions contemplated by such Amendment Documents, do not and thereof will not (ai) conflict with, violate or result in a any breach of any provision of the terms and provisions of, or constitute (i)with or without the giving of notice or lapse of time or both) a default under, to its knowledge, the Organizational Documents or a default in any Lawmaterial respect under any Contractual Obligation of the Borrower, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, creation or (c) result in or require the creation imposition of any Lien upon any of its assets Borrower’s properties, or properties except as expressly contemplated or permitted in the Loan Documents. Except (xiii) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, violate any Governmental Authority or third party is required on the part Requirements of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment DocumentsLaw. (df) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, constitutes a legal, valid and binding obligations obligation of itthe Borrower, enforceable against it the Borrower in accordance with their terms its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency or similar applicable Debtor Relief Laws of general application relating to the enforcement of creditors ‘ rights and except as such enforceability may be limited by general principles of equity (whether considered in suit at law or in equity).

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, each Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by each Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Each Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderthereunder and will provide Lender with any approval thereof at the next scheduled meeting of any such Borrower’s board of directors. (c) The execution and delivery by each Borrower of the Amendment Documents to which it is a party, the performance by it each Borrower of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), ) to its any Borrower’s knowledge, any Law, (ii) its Organizational any Borrower’s Organization Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itany Borrower, (b) result in the acceleration of any Indebtedness owed by itany Borrower, or (c) result in or require the creation of any Lien upon any of its the assets or properties of any Borrower except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its each Borrower’s knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect of any Borrower in connection with the execution, delivery or performance by it each Borrower of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of iteach Borrower, enforceable against it each Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent and each Lender thatas follows: (a) All the execution, delivery and performance by Borrower of this Amendment have been duly authorized by all necessary corporate action of Borrower and do not and will not require any registration with, consent or approval of, notice to or action by, any Person in order to be effective and enforceable; (b) the execution, delivery and performance by Borrower of this Amendment will not violate the articles of incorporation, bylaws or any other agreement to which Borrower is a party or by which the property of Borrower may be bound; (c) the Loan Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, without defense, counterclaim or offset; (d) the representations and warranties made contained in the Loan Agreement (as amended by Borrower in any this Amendment) and each other Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time the date hereof as though made on and as of the effectiveness hereof as if date hereof, except to the extent such representations and warranties had been made as of the time of the effectiveness hereof (except relate to the extent that such representation or warranty was made as of only a specific prior specified date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).; (be) Borrower has duly taken is in full compliance with all corporate action necessary to authorize the execution covenants and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted agreements contained in the Loan Documents. Except (x) Agreement, as expressly contemplated in the Amendment Documents amended by this Amendment, and (y) all such as have been obtained or made covenants and are agreements are, and shall remain, in full force and effect; and (f) no Default or Event of Default is continuing as of the date hereof after giving effect to, to its knowledge, no permit, consent, approval, authorization nor shall any Default or order Event of Default occur as a result of, the execution and no notice to delivery hereof, or filing withthe Borrower's performance of the obligations herein or under the Loan Agreement, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentsas amended hereby. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: a. Each of Borrower and its subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate power and authority (aincluding, without limitation, all governmental licenses, permits and other approvals) All representations to own, lease and warranties made by Borrower in any Loan Document are true operate its properties and correct in all material respects (without duplication of any materiality qualifier contained therein) to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) Borrower has duly taken all corporate action necessary to authorize the execution b. The execution, delivery and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documentsthis Agreement and each other Document, and the consummation of the transactions contemplated hereby, are within Borrower’s organizational powers, have been duly authorized by such Amendment Documentsall necessary organizational action, and do not and will not (a) conflict with, violate or result in a breach of any provision of (i)) contravene Borrower’s governing documents, to its knowledge, material contracts or any Lawapplicable law or regulations, (ii) its Organizational Documentsviolate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of any material agreement, judgment, license, order contractual restriction binding on or permit applicable to affecting Borrower or binding upon itany of its subsidiaries or any of their properties, (biv) result in an act that would be prohibited by or materially different from Borrower’s definitive Proxy Statement filed on Schedule 14A filed with the SEC on May 8, 2018 (the “Proxy Statement”) or (v) result in the acceleration creation or imposition of any Indebtedness owed by it, lien on any assets of Borrower or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, subsidiaries. c. No authorization or order ofapproval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required on for (i) the part of or in its respect in connection with the due execution, delivery or and performance by it Borrower of any Amendment Document or to consummate (ii) the exercise by Lender of its rights under any transactions contemplated by the Amendment DocumentsDocument. (d) d. This Amendment isAgreement has been, and the other Amendment Documents each Document when delivered hereunder has been or will have been, duly executed and delivered by Borrower. This Agreement is, and each other Document when delivered hereunder will be, the legal, valid and binding obligations obligation of it, Borrower enforceable against it Borrower in accordance with their respective terms. e. The consolidated balance sheet of Borrower and its subsidiaries as at December 31, 2017, and the related consolidated statements of income and cash flows of Borrower and its subsidiaries for the fiscal year then ended, accompanied by an opinion of Xxxxxx LLP, independent public accountants, fairly present the consolidated financial condition of Borrower and its subsidiaries as at such date and the consolidated results of the operations of Borrower and its subsidiaries for the period ended on such date, all in accordance with applicable accounting rules consistently applied. f. Since December 31, 2017, there has been no material adverse change to the business, condition (financial or otherwise), operations, performance, properties or prospects of Borrower or Borrower and its subsidiaries taken as a whole. g. There is no pending or threatened action, suit, investigation, litigation or proceeding, affecting Borrower or any of its subsidiaries before any governmental or regulatory authority or arbitrator. h. Borrower and each of its subsidiaries has filed, has caused to be filed or has been included in all tax returns (national, departmental, local, municipal and foreign) required to be filed and has paid all taxes due with respect to the years covered by such returns. i. Borrower and each of its subsidiaries is in compliance with all applicable laws and requirements of all governmental and regulatory authorities. j. The transaction contemplated under this Agreement and the transactions involving MEA Energy Investment Company 2, Ltd (“MEA”), including the Forward Purchase Agreement dated as of April 27, 2018 between Borrower and MEA in the terms except described in the Proxy Statement, are on terms that are fair and reasonable and no less favorable to Borrower or such subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate (as defined below). k. Each Document is in proper legal form under the law of the British Virgin Islands for the enforcement thereof against Borrower under the law of the British Virgin Islands. l. Borrower’s obligations under this Agreement constitute direct, unconditional, unsubordinated and unsecured obligations of Borrower and do rank and will rank pari passu in priority of payment and in all other respects with all other unsecured and unsubordinated debt of Borrower. m. Borrower is not required to register as an “investment company”, as such enforcement may be limited term is defined in the Investment Company Act of 1940, as amended. n. No information, exhibit or report furnished by bankruptcyor on behalf of Borrower to Lender in connection with the negotiation of this Agreement or any other Documents or pursuant to the terms of any Document contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. o. Borrower is, insolvency before and after giving effect to the Loan and all other borrowings, individually and together with its subsidiaries, solvent. p. Borrower and its subsidiaries are conducting their business in compliance with laws, rules, regulations and requirements of any jurisdiction applicable to Borrower or any of its subsidiaries, in each case, as amended from time to time, concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 and all other applicable anti-bribery and corruption laws (“Anti-Corruption Laws”). Borrower and its subsidiaries, directors, officers and employees and, to the knowledge of Borrower after due inquiry, its Affiliates, agents and other persons acting for the benefit of Borrower, are in compliance with all Anti-Corruption Laws and are not under investigation for or being charged with any violation of Anti-Corruption Laws. Borrower and its subsidiaries, and their respective directors, officers and employees and, to the knowledge of Borrower after due inquiry, its Affiliates and agents are in compliance with all applicable economic or trade sanctions or restrictive measures enacted, administered, imposed or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council, and/or the European Union and/or the French Republic, and/or Her Majesty’s Treasury (“Sanctions”). Borrower has implemented and maintains in effect policies and procedures to ensure compliance by Borrower and its subsidiaries, and its and their respective directors, officers, employees, Affiliates and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. q. None of Borrower or its subsidiaries or any of their respective directors, officers, or employees or, to the knowledge of Borrower after due inquiry, its agents or Affiliates or those of its subsidiaries is a person that is, or is 50% or more owned or controlled by Persons that are, (i) the subject of Sanctions (a “Sanctioned Person”) or (ii) located in, or organized under the laws of, a country or territory that is the subject of Sanctions broadly prohibiting dealings with such government, country or territory (a “Sanctioned Jurisdiction”). r. The operations of Borrower and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, as amended, the applicable money laundering statutes of all jurisdictions where Borrower or any of its subsidiaries conduct business, the rules and regulations thereunder and any related or similar Laws rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”), and, no action, suit or proceeding by or before any court or governmental authority or body or any arbitrator involving Borrower or any of general application relating its subsidiaries with respect to the enforcement Anti-Money Laundering Laws is pending or, to the knowledge of creditors ‘ rights Borrower after due inquiry, threatened. s. No Default or Event of Default has occurred and by general principles of equityis continuing.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Lenders and Administrative Agent and each Lender thatas follows: (a) All The execution, delivery and performance by Borrower of this Waiver, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval not heretofore obtained of any director, stockholder, security holder or creditor of Borrower, (ii) violate or conflict with any provision of Borrower’s Articles of Incorporation or bylaws, (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or leased or hereafter acquired by Borrower, (iv) violate any laws applicable to Borrower or (v) result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement to which Borrower is a party or by which Borrower or any of its Property is bound or affected. (b) No authorization, consent, approval, order, license or permit from, or filing, registration or qualification with, any Governmental Authority is or will be required to authorize or permit under applicable law the execution, delivery and performance by Borrower of this Waiver. (c) This Waiver has been duly executed and delivered by Borrower and constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforcement may be limited by the Bankruptcy Code and other debtor relief laws or equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion. (d) Except as such representations and warranties made by may not be true and correct as a result of the Subject Matters, the representations and warranties of Borrower contained in any Loan Document Article 7 of the Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as though made on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness date hereof (except to the extent that such representation or warranty was made as of a specific representations and warranties expressly refer to an earlier date, in which case such representation or warranty shall be they are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific dateearlier date (including, without limitation, the Projections, which were as of the original Closing Date and Effective Date, but have now been superceded by actual results), and except to the extent that such representations and warranties are made with reference to the information contained in the Schedules to the Credit Agreement, in which case such representations, warranties and Schedules shall be deemed to be modified or supplemented by (i) information provided in public filings made by Borrower with the Securities and Exchange Commission since July 30, 2004 (the “Fourth Amendment Date”), or (ii) transactions that have occurred since the Fourth Amendment Date that were permitted under the Credit Agreement). (be) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it Except as specifically waived hereby, no Default or Event of Default exists as of the Amendment Documents to which it is a party and to authorize the consummation date of the transactions contemplated thereby and the performance of its obligations thereunderthis Waiver, either before or after giving effect hereto. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender Xxxxxxx to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower it in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower It has duly taken all corporate limited liability company and limited partnership action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower it of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documentsorganizational ddocuments, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness iindebtedness owed by it, or (c) result in or require the creation of any Lien llien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority governmental authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The execution, delivery and performance by Borrower of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (b) Each of the representations and warranties made by Borrower contained in any the Loan Document are Agreement is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof as if such representations and warranties had been made as of on the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).date hereof; (bc) Borrower has duly taken all corporate action necessary to authorize Neither the execution execution, delivery and delivery by it performance of the this Amendment Documents to which it is a party and to authorize nor the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partyhereby does or shall contravene, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of of, or violate (i) any provision of (i), to its knowledge, any LawBorrower's certificate or articles of incorporation or bylaws, (ii) its Organizational Documentsany law or regulation, or any order or decree of any court or government instrumentality or (iii) any material agreementindenture, judgmentmortgage, licensedeed of trust, order lease, agreement or permit applicable other instrument to which Borrower is a party or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, which Borrower or (c) result in or require the creation of any Lien upon any of its assets property is bound, except in any such case to the extent such conflict or properties except as expressly contemplated breach has been waived by a written waiver document a copy of which has been delivered to Lender on or permitted in before the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.date hereof; (d) This Amendment isSince the Closing Date, no provisions of Borrower's certificate or articles of incorporation or by-laws have been amended or changed; and (e) No Default or Event of Default has occurred and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityis continuing.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants as of the date hereof and on the First Amendment Funding Date to Administrative the Agent and each Lender that: (a) All Each of the Loan Parties (i) has the corporate, company or partnership power and authority, as applicable, and the legal right, to make, deliver and perform this Amendment and (ii) has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment; (b) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by Borrower in connection with the execution, delivery, performance, validity or enforceability of this Amendment; (c) This Amendment (i) has been duly executed and delivered on behalf of Borrower and (ii) constitutes a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (d) The execution, delivery and performance of this Amendment, the borrowings under the Credit Agreement in connection herewith, and the use of the proceeds thereof shall not result in a violation by Borrower of any Requirement of Law or any Contractual Obligation of Borrower and shall not result in, or require, the creation or imposition of any Lien on any of its Properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents); (e) After giving effect to the amendments set forth herein, the representations and warranties of Borrower contained in the Loan Documents are true and accurate in all material respects as of the date hereof with the same force and effect as if such had been made by Borrower on and as of the date hereof, except for such representations and warranties (i) made as of an earlier date, in any Loan Document which case such representations and warranties are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof earlier date or (except to the extent that such representation or warranty was made as of a specific dateii) qualified by materiality, in which case such representation or warranty shall be representations and warranties are true and correct in all respects; (f) Each of the Loan Parties are in compliance in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken with all corporate action necessary to authorize terms and provisions set forth in the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Loan Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.; and (dg) This Amendment is, No Default or Event of Default has occurred and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityis continuing.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent Bank that as of the date of acceptance of this Agreement, the Note and/or the Loan Documents, as of the date of borrowing hereunder and each Lender thatat all times the Loan or any other Indebtedness are outstanding hereunder: (a) All representations Borrower is duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations and warranties had been made as state of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).its incorporation; (b) Borrower has duly taken all corporate action necessary the legal power and authority, to authorize own its properties and assets and to carry out its business as now being conducted; it is qualified to do business in every jurisdiction wherein such qualification is necessary; it has the execution legal power and delivery by it of authority to execute and perform this Agreement, the Amendment Note and/or the Loan Documents to which it is a party borrow money in accordance with its terms, to execute and deliver this Agreement, the Note and the Loan Documents, and to authorize do any and all other things required of it hereunder; and this Agreement, the consummation Note and all the Loan Documents, when executed on behalf of the transactions contemplated thereby Borrower by its duly authorized officers, shall be its valid and the performance of its binding obligations thereunder.legally enforceable in accordance with their terms; (c) The execution execution, delivery, and delivery performance of this Agreement, the Note and/or the Loan Documents and the borrowings hereunder and thereunder (i) have been duly authorized by Borrower all requisite corporate, partnership or company action; (ii) do not require governmental approval; (iii) will not result (with or without notice and/or the passage of time) in any conflict with or breach or violation of or default under, any provision of law, the Amendment Documents articles of incorporation of Borrower, any provision of any indenture, agreement or other instrument to which it Borrower is a party, the performance or by which it or any of its obligations under such Amendment Documents, properties or assets are bound; and the consummation of the transactions contemplated by such Amendment Documents, do not and (iv) will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration creation or imposition of any Indebtedness owed by itlien, charge or (c) result in or require the creation encumbrance of any Lien nature whatsoever upon any of its the properties or assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.Borrower; (d) This Amendment is, The balance sheet of Borrower as provided to Bank in connection herewith and the other Amendment Documents when duly executed and delivered will berelated statement of income of Borrower provided to Bank for the period ended September 30, legal2003, valid and binding obligations fairly present the financial condition of it, enforceable against it Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating generally accepted accounting principles ("GAAP") consistently applied; and from the date thereof to the enforcement date hereof, there has been no material adverse change in such condition or operations; and (e) There is not pending nor, to the best of creditors ‘ rights Borrower's knowledge, threatened, any litigation, proceeding or governmental investigation which could materially and by general principles of equityadversely affect its business or its ability to perform its obligations, pay the Indebtedness and/or comply with the covenants set forth herein and/or in the Note and/or the other Loan Documents.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and ------------------------------------------ warrants to Administrative Agent Bank that as of the date of acceptance of this Agreement, the Note and/or Loan Documents, as of the date of borrowing hereunder and each Lender that:at all times the Loan or any other indebtedness are outstanding hereunder. (a) All representations If Borrower is a corporation, Borrower is duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as state of its incorporation; if such representations a partnership, Borrower is duly organized and warranties had been made as validly existing under the partnership agreement and the applicable laws of the time state in which the partnership is formed or exists or if a limited liability company, Borrower is duly organized and validly existing under the operating agreement and the applicable laws of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, state in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).the limited liability company is formed: (b) Borrower has duly taken all corporate action necessary the legal power and authority, to authorize own its properties and assets and to carry out its business as now being conducted; it is qualified to do business in every jurisdiction wherein such qualification is necessary; it has the execution legal power and delivery by it of authority to execute and perform this Agreement, the Amendment Note and/or the Loan Documents to which it is a party borrow money in accordance with its terms, to execute and deliver this Agreement, the Note and the Loan Documents, and to authorize do any and all other things required of it hereunder; and this Agreement, the consummation Note and all the Loan Documents, when executed on behalf of Borrower by its duly authorized officers, partners or members, as the transactions contemplated thereby case may be, shall be its valid and the performance of its binding obligations thereunder.legally enforceable in accordance with their terms; (c) The execution execution, delivery and delivery performance of this Agreement, the Note and/or the Loan Documents and the borrowings hereunder and thereunder (i) have been duly authorized by Borrower all requisite corporate, partnership or company action; (ii) do not require governmental approval; (iii) will not result (with or without notice and/or the passage of time) in any conflict with or breach or violation of or default under, any provision of law, the Amendment Documents articles of incorporation, articles of organization, operating agreement, bylaws or partnership agreement of Borrower, any provision of any indenture, agreement or other instrument to which it Borrower is a party, the performance or by which it or any of its obligations under such Amendment Documents, properties or assets are bound; and the consummation of the transactions contemplated by such Amendment Documents, do not and (iv) will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration creation or imposition of any Indebtedness owed by itlien, charge or (c) result in or require the creation encumbrance of any Lien nature whatsoever upon any of its the properties or assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment DocumentsBorrower. (d) This Amendment is, The balance sheet of Borrower as provided to Bank in connection herewith and the other Amendment Documents when duly executed and delivered will berelated statement of income of Borrower provided to Bank for the period ended March 31, legal1997, valid and binding obligations fairly present the financial condition of it, enforceable against it Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating generally accepted accounting principles ("GAAP") consistently applied; and from the date thereof to the enforcement date hereof, there has been no material adverse change in such condition or operations; and (e) There is not pending nor, to the best of creditors ‘ rights Borrower's knowledge, threatened, any litigation, proceeding or governmental investigation which could materially and by general principles of equityadversely affect its business or its ability to perform its obligations, pay the Indebtedness and/or comply with the covenants set forth herein and/or the Note and/or the other Loan Documents.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent Bank that as of the date of acceptance of this Agreement, the Note and/or the Loan Documents, as of the date of borrowing hereunder and each Lender thatat all times the Loan or any other Indebtedness are outstanding hereunder: (a) All representations Borrower is duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations and warranties had been made as state of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).its incorporation; (b) Borrower has Haxxxx Xatural is duly taken all corporate action necessary to authorize organized, validly existing and in good standing under the execution and delivery by it laws of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance state of its obligations thereunder.incorporation; (c) The execution and delivery by Borrower Each Guarantor of the Amendment Indebtedness is duly organized, validly existing and in good standing under the laws of the state of its incorporation; (d) Borrower has the legal power and authority, to own its properties and assets and to carry out its business as now being conducted; it is qualified to do business in every jurisdiction wherein such qualification is necessary; it has the legal power and authority to execute and perform this Agreement, the Note and/or the Loan Documents to borrow money in accordance with its terms, to execute and deliver this Agreement, the Note and the Loan Documents, and to do any and all other things required of it hereunder; and this Agreement, the Note and all the Loan Documents, when executed on behalf of Borrower by its duly authorized officers, shall be its valid and binding obligations legally enforceable in accordance with their terms; (e) The execution, delivery and performance of this Agreement, the Note and/or the Loan Documents and the borrowings hereunder and thereunder (i) have been duly authorized by all requisite corporate action; (ii) do not require governmental approval; (iii) will not result (with or without notice and/or the passage of time) in any conflict with or breach or violation of or default under, any provision of law, the articles of incorporation, bylaws or other operating agreements of Borrower, any provision of any indenture, agreement or other instrument to which it Borrower is a party, the performance or by which it or any of its obligations under such Amendment Documents, properties or assets are bound; and the consummation of the transactions contemplated by such Amendment Documents, do not and (iv) will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration creation or imposition of any Indebtedness owed by itlien, charge or (c) result in or require the creation encumbrance of any Lien nature whatsoever upon any of its the properties or assets or properties except of Borrower; (f) The balance sheet of Haxxxx Xatural as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, provided to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect Bank by Borrower in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, herewith and the other Amendment Documents when duly executed and delivered will berelated statement of income of Haxxxx Xatural provided to Bank for the period ended December 31, legal2005, valid and binding obligations fairly present the financial condition of it, enforceable against it Haxxxx Xatural in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating generally accepted accounting principles (“GAAP”) consistently applied; and from the date thereof to the enforcement date hereof, there has been no material adverse change in such condition or operations; and (g) There is not pending nor, to the best of creditors ‘ rights Borrower’s knowledge, threatened, any litigation, proceeding or governmental investigation which could materially and by general principles of equityadversely affect its business or its ability to perform its obligations, pay the Indebtedness and/or comply with the covenants set forth herein and/or in the Note and/or the other Loan Documents.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Article V of the Original Credit Agreement and the other Loan Document Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof as if such representations and warranties had have been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation representations or warranty was warranties were made as of a specific datedate or updated, modified or supplemented as of a subsequent date with the consent of Required Lenders and Administrative Agent, in which case such representation or warranty representations and warranties shall be have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) as on and of such specific date). (b) Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the this Amendment Documents to which it is a party and to authorize the consummation performance of the transactions contemplated thereby and the performance obligations of its obligations thereunderBorrower hereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partythis Amendment, the performance by it Borrower of its obligations under such Amendment Documents, hereunder and the consummation of the transactions contemplated by such Amendment Documents, hereby do not and will not (a) conflict with, violate or result in a breach of any provision of with (i), to its knowledge, ) any Law, (ii) its the Organizational DocumentsDocuments of Borrower, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itBorrower in any material respect, (b) result in the acceleration of any Indebtedness owed by itBorrower, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsof Borrower. Except (x) as expressly contemplated in the Amendment Documents and (y) such as for those which have been obtained or made and are in full force and effect, to its knowledgeobtained, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it Borrower of any this Amendment Document or to consummate any transactions contemplated by the Amendment Documentshereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each of this Amendment and the Credit Agreement will be, legal, valid be a legal and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general equitable principles of equitygeneral application. (e) The most recent financial statements of Borrower delivered to Lenders pursuant to Section 6.2(a) and (b) of the Credit Agreement fairly present Borrower’s financial position as of the respective dates thereof. Copies of such financial statements have heretofore been delivered to each Lender. Since such date no Material Adverse Change has occurred in the financial condition or businesses or in the Consolidated financial condition or businesses of Borrower.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder.. 1690117.1:220661:01602 (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order (a) Borrower hereby represents and warrants that: (i) Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified and authorized to induce each Lender do business and is in good standing wherever the nature of the business conducted by Borrower makes such qualification necessary. (ii) Borrower has the corporate power and authority to own its property and to conduct its business and holds such licenses and certificates as may be applicable and required for the conduct of its business; and Borrower has the corporate power and authority to enter into this AmendmentAgreement and to consummate all transactions contemplated in this Agreement. (iii) This Agreement and the Loan Documents constitute valid, continuing, legal and binding obligations of Borrower and are enforceable against Borrower in accordance with their terms, subject however, to creditors’ rights generally. (iv) The making of this Agreement has been duly authorized by all necessary corporate action on the part of Borrower, including Board of Directors approval, does not require the approval of, or the giving of notice to, any other entity or third person; and will not violate any provision of law or of Borrower’s Articles of Incorporation or Bylaws, or result in the breach of, constitute a default under, contravene any provision of, or result in the creation of any lien, charge, encumbrance or security interest upon any property or assets of Borrower. (v) The individual executing this Agreement on behalf of Borrower is a duly authorized officer of Borrower and is authorized to execute this Agreement and to take any and all other actions contemplated or required by this Agreement. (vi) There are no suits or proceedings pending or, to the knowledge of Borrower, threatened, in any court or before any regulatory commission (including the Commission or any state securities regulatory body), board or other administrative or governmental agency against Borrower, which if adversely determined would have a material adverse effect on the financial condition of Borrower or the business of Borrower or which if determined adversely to the Borrower would result in the inability of Borrower to perform this Agreement. (vii) The Financing Statements constitute valid and enforceable security interests in the Collateral described therein. (ix) There are no mortgages, pledges, security interests, liens, charges, leases, encumbrances or claims on or with respect to the Collateral, or any part thereof, or any title interest therein or any proceeds thereof, which have a priority superior to the lien and priority positions of the Lender’s security interest. (x) As of the date of this Agreement, Borrower represents and warrants to Administrative Agent and each Lender that:is not insolvent as defined by the United States Bankruptcy Code, the Delaware Fraudulent Conveyances Act, by the insolvency provisions of the Delaware Business Corporation Law or by law or usage of any court of law or equity of the State of Delaware. (axi) All representations As of the date of this Agreement, Borrower has complied with all the terms and warranties made by Borrower in conditions of this Agreement. (xii) The execution, delivery and performance of this Agreement and the Loan Documents will not violate any Loan Document are true and correct in all material respects (without duplication provisions of any materiality qualifier contained thereinindenture, agreement, or other instrument to which Borrower or any of Borrower’ s properties or assets are bound, and will not be in conflict with, result in a breach of, or constitute (with due notice and/or lapse of time) on and as a default under any such indenture, agreement, or other instrument, or result in the creation or imposition of time any lien, charge, or encumbrance of any nature whatsoever upon any of the effectiveness hereof as if such representations properties or assets of Borrower. (xiii) No authorization, consent, approval, license or exemption of, and warranties had been made no registration, qualification, designation, declaration or filing with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign is necessary to the valid execution and delivery of this Agreement, the Loan Documents or any other documents evidencing or relating to the Loan. (xiv) The most recent financial statements of Borrower delivered to the Lender represent fairly its financial position as of the time date thereof; and the results of its operations for the period indicated; and show all known liabilities, direct or contingent, of Borrower as of the effectiveness hereof date thereof. Since the date of such financial statements, there has been no material adverse change in the condition, financial or otherwise, of Borrower or in the business and properties of Borrower and, since such date, Borrower has not incurred, other than in the ordinary course of business, any indebtedness, liabilities, obligations or commitments, contingent or otherwise. (except xv) Neither this Agreement nor any other document, statement, financial statement, or certificate furnished to Lender by or on behalf of Borrower in connection herewith, including, but not limited to, the Borrower’s filings with the Commission, contains an untrue statement of a material fact with respect to the extent that such representation financial condition or warranty was made properties of Borrower or omits to state a material fact necessary to make the statements contained therein not misleading or, insofar as Borrower can now foresee, may in the future materially adversely affect the financial condition or properties of Borrower which has not been set forth in this Agreement or in a specific datedocument, statement, financial statement or certificate furnished to Lender in connection herewith. (xvi) The Borrower is in compliance with all laws, rules, regulations, judgments, decrees, orders, agreements and requirements which case such representation affect in any material way the Borrower, its assets or warranty shall be true the operation of its business and correct in all material respects (without duplication has not received, and has no knowledge of, any order or notice of any materiality qualifier contained therein) as governmental investigation or of such specific date)any violation or claim of violation of any law, regulation, judgment, decree, order, agreement, or other governmental requirement. The Borrower is not in material default under any term of any indenture, contract, lease, agreement, instrument or other commitment to which any of them is a party or by which any of them is bound. The Borrower knows of no dispute regarding any indenture, contract, lease, agreement, instrument or other commitment which could reasonably be expected to have a material adverse effect on the Borrower’s financial condition. (b) Borrower has duly taken all corporate action necessary to authorize hereby confirms, represents and warrants that the execution representations and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted warranties set out in the Loan Documents. Except (x) Documents are true and correct as expressly contemplated in of the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part date of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentsthis Agreement. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.. Second amendment to Amended and Restated 972039.1:220661:01602

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations Borrower is a limited liability company organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations jurisdiction indicated at the beginning of this Amendment and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, all other jurisdictions in which case such representation or warranty shall the failure to be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).so qualified reasonably could be expected to constitute a Material Adverse Change; (b) Borrower has duly taken all corporate action necessary to authorize the execution The execution, delivery, and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of this Amendment and the Amendment Loan Documents to which it is a party, the performance as amended hereby, are within Borrower's limited liability company powers, have been duly authorized by it of its obligations under such Amendment Documents, all necessary limited liability company action and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (ai) violate any provision of federal, state, or local law or regulation applicable to Borrower, the Governing Documents of Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on Borrower, (ii) conflict with, violate or result in a breach of, or constitute (with due notice or lapse of time or both) a default under any provision material contractual obligation of (i), to its knowledge, any LawBorrower, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of its assets Borrower, other than Permitted Liens, or properties except as expressly contemplated (iv) require any approval of Borrower's members or permitted in any approval or consent of any Person under any material contractual obligation of Borrower; (c) The execution, delivery, and performance by Borrower of this Amendment and the Loan Documents. Except (x) Documents to which it is a party, as expressly contemplated in the Amendment Documents amended hereby, do not and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permitwill not require any registration with, consent, approval, authorization or order approval of, and no or notice to to, or filing withother action with or by, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.other Person; (d) This Amendment isand each other Loan Document to which Borrower is a party, and the all other Amendment Documents documents contemplated hereby and thereby, when duly executed and delivered by Borrower will be, legal, be the legally valid and binding obligations of itBorrower, enforceable against it Borrower in accordance with their terms respective terms, except as such enforcement may be limited by equitable principles or by bankruptcy, insolvency insolvency, reorganization, moratorium, or similar Laws of general application laws relating to the enforcement or limiting creditors' rights generally; and (e) After giving effect to this Amendment, no Default or Event of creditors ‘ rights and by general principles of equityDefault exists.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, ​ Borrower hereby represents and warrants to Administrative Agent and each Lender that: (a) All as follows, which representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize survive the execution and delivery by it of this Senior Amended Note: (i) Borrower is a limited liability company duly formed and validly existing under the laws of the Amendment Documents State of Delaware and qualified to which it is a party do business in the State of California, and Borrower has the requisite power to own its properties and assets and to authorize enter into and perform its obligations under this Senior Amended Note; (ii) This Senior Amended Note has been duly authorized by all necessary action on the part of Borrower; (iii) This Senior Amended Note constitutes the legally valid and binding obligation of Borrower, enforceable against Bon-ower in accordance with its terms; (iv) The execution and delivery by Bonower of this Senior Amended Note, the consummation of the transactions contemplated thereby hereby, and the performance of its obligations thereunder. (c) The execution the terms and delivery conditions hereof by Borrower Borrower, do not conflict with, result in a breach of or constitute a default under, any of the Amendment Documents terms, conditions or provisions of (i) the organizational documents of Bon-ower; (ii) any order, writ, judgment or decree by which Borrower is bound or to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or ; (iii) any material agreementlaw, judgmentrule, license, order regulation or permit restriction of any governmental authority or agency applicable to Borrower; or binding upon it(iv) any contract, commitment, indenture, instrument or other agreement by which Bon-ower is bound or to which Borrower is a party; (bv) result No consent or authorization of, filing with or other act by or in the acceleration respect of any Indebtedness owed by itgovernmental authority, bureau or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been agency is required to be obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect by Bonower in connection with the execution, delivery or and performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.this Senior Amended Note; (dvi) This Amendment is, and Borrower has not granted a security interest in any of its assets or Collateral (as defined in the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it Amended Security Agreements) to any person or entity except in accordance connection with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equitya Permitted Item.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower represents and warrants as of the date hereof and on the Fourth Amendment Effective Date to Administrative the Agent and each Lender that: (a) All Borrower (i) has the power and authority, and the legal right, to make, deliver and perform this Amendment and (ii) has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment; (b) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by Borrower in connection with the execution, delivery, performance, validity or enforceability of this Amendment; (c) This Amendment (i) has been duly executed and delivered on behalf of Borrower and (ii) constitutes a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (d) The execution, delivery and performance of this Amendment will not result in a violation by Borrower of any Requirement of Law or any Contractual Obligation of Borrower and will not result in, or require, the creation or imposition of any Lien on any of its Properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation; (e) After giving effect to the amendments set forth herein, the representations and warranties made by Borrower in any Loan Document Party in or pursuant to the Loan Documents are true and correct accurate as of the date hereof with the same force and effect as if such had been made on and as of the date hereof; (f) Borrower is in compliance in all material respects (without duplication of any materiality qualifier contained therein) on with all terms and as of time of provisions set forth in the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Loan Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.; and (dg) This Amendment is, No Default or Event of Default has occurred and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityis continuing.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: warrants, as of the date hereof, that (a) All representations Borrower is duly organized and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific datevalidly existing, in which case such representation or warranty shall be true and correct in all material respects (without duplication good standing under the laws of any materiality qualifier contained therein) as of such specific date). Delaware; (b) Borrower has duly taken all corporate action necessary to authorize the execution execution, delivery and delivery by it performance of the Amendment Documents to which it is a party and to authorize Loan Documents: (1) have been duly authorized by all necessary corporate or partnership action on the consummation part of Borrower, (2) do not require the transactions contemplated thereby and the performance approval of its obligations thereunder. (c) The execution and delivery by any stockholder, partner, trustee, holder of any Indebtedness of Borrower of the Amendment Documents to which it is a partyor Governmental Approval, the performance by it of its obligations under except such Amendment Documentsas have been duly obtained, and the consummation of the transactions contemplated by such Amendment Documents, (3) do not and will not (a) conflict withcontravene any law, violate governmental rule, regulation or order now binding on Borrower, or the charter or by-laws, partnership agreement, articles of organization, operating agreement or other governing document of Borrower, or contravene the provisions of, or constitute a default under, or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien (other than in favor of Lender) upon the property of Borrower under, any of indenture, mortgage, contract or other agreement to which Borrower is a party or by which it or its assets or properties except as expressly contemplated or permitted in property is bound; (c) the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledgewhen entered into, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, constitute legal, valid and binding obligations of it, Borrower enforceable against it Borrower in accordance with their the terms except thereof; (d) there are no pending actions or proceedings to which Borrower is a party, and there are no other pending or threatened actions or proceedings of which Borrower has knowledge, before any court, arbitrator or administrative agency, in any such case which, either individually or in the aggregate, would have a Material Adverse Effect on Borrower; (e) Borrower is not in default under any obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any installments under any agreement which, either individually or in the aggregate, would have a Material Adverse Effect on Borrower; (f) the audited financial statements of K-Sea and its consolidated subsidiaries dated as of June 30, 2005, and the unaudited financial statements of K-Sea and its consolidated subsidiaries as of and for the six (6) months ended December 31, 2005, copies of which have been furnished to Lender, have been prepared in accordance with GAAP consistently applied, and fairly present K-Sea’s and its consolidated subsidiaries, financial condition and the results of its operations as of the date of and for the period covered by such enforcement may be limited by bankruptcystatements (subject, insolvency or similar Laws in the case of general application relating unaudited financial statements, to usual year-end adjustments), and since the enforcement of creditors ‘ rights and by general principles of equity.date

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.. 3 FIRST AMENDMENT TO CREDIT AGREEMENT

Representations and Warranties of Borrower. In order to induce each Lender Administrative Agent and Lenders to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The representations and warranties made by of the Borrower contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any Loan Document document furnished by or at the request of the Borrower or any Subsidiary at any time under or in connection herewith or therewith, are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation or warranty was made as of a specific representations and warranties specifically refer to an earlier date, in which case such representation or warranty they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement. (b) Borrower No Default has duly taken all corporate action necessary to authorize the execution occurred and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereundercontinuing. (c) Borrower has all requisite corporate or equivalent power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Amendment. (d) The execution execution, delivery and delivery performance by Borrower of the this Amendment Documents to which it is a party, the performance have been duly authorized by it of its obligations under such Amendment Documentsall necessary corporate or other organizational action, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to ) the terms of its knowledge, any LawOrganization Documents, (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which it or its Organizational Documentsproperty is subject, or (iii) any material agreement, judgment, license, order or permit provision of Law applicable to or binding upon it, ; (b) result in the acceleration of any Indebtedness owed by it, ; or (c) result in any breach of, or require a default under, or the creation of any consensual Lien upon under, any of material Contractual Obligation to which such Person is a party or to which its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except are bound. (xe) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permitNo approval, consent, approval, exemption or authorization or order of, and no or other action by, or notice to to, or filing with, any Governmental Authority or third party any other Person is required on to be made or obtained by Borrower pursuant to the part provisions of or in any material Law applicable to it as a condition to its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentsthis Amendment. (df) This Amendment is, and the other Amendment Documents when has been duly executed and delivered will be, by Borrower. This Amendment constitutes a legal, valid and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityits terms.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent and each Lender thatas of the Closing Date as follows: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time is a corporation, duly organized under the laws of the effectiveness hereof as if such representations state of Colorado and warranties had been made as validly existing in good standing under the laws of the time state of Colorado and has all requisite power and authority and legal right to own its property, to carry on its business as it is now being conducted, to enter into this Agreement and the effectiveness hereof (except other Loan Documents entered into by it and to the extent that such representation or warranty was made as perform all of a specific date, in which case such representation or warranty shall be true its obligations hereunder and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)thereunder. (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partyLoan Documents, and the performance by it of its obligations thereunder, have been duly authorized by all necessary action, corporate or otherwise, and do not and will not: (i) require any further action, consent or approval on the part of the shareholders of Borrower; (ii) violate any provision of law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower, or the articles of incorporation, by-laws or regulations of Borrower; or (iii) result in any financial breach or other material breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which the Borrower or its properties may be bound or affected, and the Borrower is not in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument, which breach or default would materially impair Borrower's ability to service and repay the Loan pursuant to the terms of the Loan Documents. (c) The Loan Documents have been duly executed and delivered by Borrower and are legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. (d) Except as set forth on Schedule D annexed hereto and made a part hereof, and to Borrower's knowledge, there is no material action, suit, proceeding, inquiry or investigation, at law or in equity, pending or threatened against or affecting Borrower or any of its properties or rights, wherein an unfavorable decision, ruling or finding would (i) to the extent not covered by insurance as to which the insurer has not disclaimed coverage, result in any material adverse change in the financial condition, business, properties or operations of Borrower; (ii) materially or adversely effect the transactions evidenced by the Loan Documents; (iii) materially impair the right of either to carry on its business substantially as now conducted; or (iv) adversely effect the validity or enforceability of the Loan Documents. (e) To the best of Borrower's knowledge, Borrower is in material compliance with all laws applicable to Borrower or its properties or assets. (f) Borrower is a pre-existing Colorado corporation and actively engaged in the operation of its business and was not created as a vehicle to obtain the loan from Assignor evidenced by the KSI Note (the "KSI Loan"). The proceeds of the KSI Loan were used by Borrower for the purposes set forth in the Original Loan Agreement, and the proceeds of the KSI Loan were paid over or diverted by Borrower to any member, manager, officer, director or shareholder of Borrower, any Obligor or any other person. (g) The following persons constitute all of the shareholders of Borrower: Shareholder % Ownership Interest ----------- -------------------- Greka Energy Corporation 100% (h) The following persons constitute all of the directors and officers of Borrower, and hold the following offices: Name Title ---- ----- Randeep Grewal President Susan Xxxxxx Vice President Sxxxx Xxxxxx Secretary (i) There has been xx xxxxxxxx adverse change in the condition, financial or otherwise, of Borrower since the date of its most recent financial statements furnished to Lender. (j) Except as set forth on Schedule D annexed hereto and made a part hereof, Borrower's properties and assets (other than the Collateral) reflected on Borrower's and Calox's most recent financial statements, as applicable, are free and clear of all mortgages, pledges, material liens, charges or other encumbrances. (k) Except as otherwise permitted, Borrower and each Obligor have filed all federal, state and other income or franchise tax returns which are required to be filed and have paid all known taxes due or which may become due pursuant to such returns or pursuant to any assessment received by it. (l) All timely authorizations, permits, approvals and consents of Governmental Authorities which may be required in connection with the valid execution and delivery of this Agreement and the other Loan Documents and the carrying out or performance of any of the activities or transactions required or contemplated hereunder or thereunder have been obtained (and remain in full force and effect). (m) All financial statements, information and other financial data furnished by Borrower or any Obligor to Lender in connection with the Agreement (i) were true, correct and complete in all material respects, as of the date of said financial statements, information and other data, (ii) such financial statements present fairly the financial condition of Borrower or any such Obligor at the respective dates thereof and the results of operations and changes in financial position for the periods to which they apply, and (iii) there have been no material adverse changes in the financial condition of Borrower or any such Obligor since the delivery by Borrower or any such Obligor, as the case may be, to Lender of the most recent financial statements. (n) Borrower's and each Obligor's respective assets, at a fair valuation, exceed Borrower's and such Obligor's respective liabilities, as applicable (including, without limitation, contingent liabilities). Borrower anticipates the ability to pay the principal amount of the Note (the "Loan") other amounts due under the Loan Documents as they become due and payable. Each of the Borrower and the Obligors has assets sufficient to carry on its business. (o) Proceeds from the KSI Loan were used only (i) to refinance existing indebtedness, (ii) for working capital, (iii) to pay the fees and expenses required to be paid to or on behalf of Assignor in connection with the KSI Loan, and (iv) other proper corporate purposes. No part of the proceeds of the KSI Loan were used, directly or indirectly, for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, or for the purpose of purchasing or carrying or trading in any stock under such Amendment Documentscircumstances as to involve Borrower in a violation of Regulation U of the Board of Governors of the Federal Reserve System. In particular, without limitation of the foregoing, no part of the proceeds from the KSI Loan were intended to be used to acquire any publicly-held stock of any kind. As used in this subparagraph (o), the terms "margin stock" and "purpose of purchasing or carrying" shall have the meanings assigned to them in the aforesaid Regulation U, and the term "publicly-held," in respect to securities, shall have the meaning assigned to it in Section 220.7(a) of Regulation T of the Board of Governors of the Federal Reserve System. (p) None of Borrower or the Obligors is in violation of or in default under (nor on the Closing Date is there any waiver in effect which, if not in effect, would result in a violation or default under) any provision of Borrower's or such Obligor's articles of incorporation and by-laws or in violation of any law, governmental order, rule or regulation, so as to affect adversely in any material manner its business, assets or financial conditions. (q) All statements, representations and warranties made by Borrower or any Obligor under any other Loan Document or any other agreement, document, certificate or instrument previously furnished or to be furnished by said person to Lender under this Agreement or in connection with the Loan: (i) are and shall be true, correct and complete in all material respects at the time they were made and, in the case of those made prior to the Closing Date, on and as of the Closing Date, (ii) do not and shall not contain any untrue statement of a material fact at the time made, and (iii) do not and shall not omit to state a material fact at the time made necessary in order to make the information contained herein or therein not misleading or incomplete. Each of Borrower and the Obligors understands that all such statements, representations and warranties shall be deemed to have been relied upon by Lender as a material inducement to purchase the KSI Loan and accept the Note. (r) No person is entitled to receive from Borrower or any Obligor any brokerage commission, finder's fee or similar fee or payment in connection with the consummation of the transactions contemplated by such Amendment Documentsthis Agreement. No brokerage or other fee, do not and will not (a) conflict with, violate commission or result in a breach compensation is to be paid by Lender by reason of any provision act, alleged act or omission of Borrower or any Obligor with respect to the transaction contemplated hereby. (s) Neither Borrower nor Calox has knowledge of any of the following: (i)) The material release or threatened release of any hazardous substance, pollutant or contaminant as each such term is presently defined in any applicable environmental laws resulting from any activity by or on behalf of Borrower, Calox or any predecessor in interest to its knowledgethe Collateral, including, without limitation, the generation, handling, storage, treatment, transportation or disposal of any Lawhazardous substance, pollutant or contaminant at any of the past or present business locations and facilities, Borrower or Calox; or (ii) its Organizational DocumentsAny past or future action taken or to be taken by any federal, state, county or municipal Governmental Authority or by any other person under any applicable environmental laws concerning the release of any hazardous substance, pollutant or contaminant into the soil, air, surface or subsurface water or the environment in general from any of the past or present business locations and facilities, Borrower or Calox; or (iii) Any claims or actions brought or which are threatened to be brought by any material agreementPerson against Borrower or Calox for damages occurring at or outside of any of the past or present business locations and facilities of Borrower or Calox resulting from the alleged release or threatened release of any hazardous substance, judgmentpollutant or contaminant by Borrower, licenseCalox or any predecessor in interest, order including, without limitation, claims for health effects to Persons, property damage and/or damage to natural resources. (t) Borrower's address set forth above is the location of Borrower's chief executive office. (u) Borrower does not hold any instrument or permit applicable to or binding upon it, chattel paper connected with any accounts (b) result as such term is defined in the acceleration Uniform Commercial Code). (v) No surety bonds have been issued on behalf of Borrower with respect to any Indebtedness owed by it, contracts or (c) result in or require the creation purchase orders out of any Lien upon any of its assets or properties except as expressly contemplated or permitted which accounts(as such term is defined in the Loan Documents. Except Uniform Commercial Code) have arisen or are expected to arise. (w) Borrower and Calox are the sole owners of the Collateral, as applicable. (x) Each of Borrower Calox has all material permits or approvals required by Governmental Authorities as expressly contemplated in of the Amendment Documents and Closing Date with respect to Borrower, Calox or the Collateral, as applicable. (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part The aggregate amount of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating indebtedness owed to the enforcement Bank of creditors ‘ rights and by general principles Texas as of equitythe date hereof does not exceed $5,575,000.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: that (a) All no Default exists under the Agreement; (b) the representations and warranties made by of Borrower contained in any Loan Document are the Agreement were true and correct in all material respects (without duplication of any materiality qualifier contained therein) on when made and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except continue to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication on the date hereof with the exception of any materiality qualifier contained thereinSection 4(a)(vi) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to Loan Agreement, which it is a party and to authorize the consummation hereby qualified by Borrower’s disclosure of the transactions contemplated thereby and the performance existence of its obligations thereunder. an adversarial proceeding in bankruptcy court with Linens ‘N Things regarding a claim of preferential payment; (c) The execution the execution, delivery and delivery performance by Borrower of the this Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated hereby are within the corporate power of Borrower and have been duly authorized by such Amendment Documentsall necessary corporate action on the part of Borrower, do not and will not (a) conflict require any approval or consent, or filing with, any governmental agency or authority, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which Borrower is named or any provision of the charter documents of Borrower and do not result in a breach of or constitute a default under any provision of (i), agreement or instrument to its knowledge, any Law, (ii) its Organizational Documents, which Borrower is a party or (iii) any material agreement, judgment, license, order by which it or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. bound; (d) This this Amendment is, and constitutes the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations obligation of itBorrower, enforceable against it Borrower in accordance with their terms except as such enforcement may its terms; (e) all payroll taxes required to be limited by bankruptcy, insolvency withheld from the wages of Borrower's employees have been paid or similar Laws deposited when due; (f) it is entering into this Amendment freely and voluntarily with the advice of general application relating legal counsel of its own choosing; and (g) it has freely and voluntarily agreed to the enforcement releases, waivers and undertakings set forth in this Amendment; (h) Borrower understands that this increase in the Original Borrowing Base is temporary and that the Borrowing Base will automatically revert to the Original Borrowing Base on November 16, 2009; and (i) Borrower understands that any amounts outstanding, due and owing to Lender in excess of creditors ‘ rights the Original Borrowing Base on November 16, 2009 shall be immediately due and by general principles of equitypayable to Lender.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that, as of the date hereof: (a) All representations Borrower has the right and warranties made power and is duly authorized to enter into this Amendment and all other agreements executed in connection herewith; (b) After giving effect to this Amendment, no Event of Default or an event or condition which upon notice, lapse of time or both will constitute an Event of Default has occurred and is continuing; (c) The execution, delivery and performance by Borrower of this Amendment and the other agreements to which Borrower is a party (i) have been duly authorized by all necessary action on its part; (ii) do not and will not, by the lapse of time, giving of notice or otherwise, violate the provisions of the terms of its Certificate of Incorporation or By-Laws, or of any mortgage, indenture, security agreement, contract, undertaking or other agreement to which Borrower is a party, or which purports to be binding on Borrower or any of its properties; (iii) do not and will not, by lapse of time, the giving of notice or otherwise, contravene any governmental restriction to which Borrower or any of its properties may be subject; and (iv) do not and will not, except as contemplated in the Loan Agreement, result in the imposition of any lien, charge, security interest or encumbrance upon any of Borrower's properties under any indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which Borrower is a party or which purports to be binding on Borrower or any of its properties; (d) No consent, license, registration or approval of any governmental authority, bureau or agency is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment and the other agreements executed by Borrower in any connection herewith; (e) This Amendment and the other agreements executed by Borrower in connection herewith have been duly executed and delivered by Borrower and are enforceable against Borrower in accordance with their terms; and (f) All information, reports and other papers and data heretofore furnished to Agent by Borrower in connection with this Amendment, the Loan Document Agreement and Other Agreements are true accurate and correct in all material respects (without duplication of any materiality qualifier contained therein) on and complete insofar as of time may be necessary to give Agent true and accurate knowledge of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) subject matter thereof. Borrower has duly taken all corporate action necessary disclosed to authorize the execution and delivery by it Agent every fact of the Amendment Documents to which it is a party aware which would reasonably be expected to materially and adversely affect the business, operations or financial condition of Borrower or the ability of Borrower to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of perform its obligations under such Amendment Documentsthis Amendment, and the consummation Loan Agreement or under any of the transactions contemplated Other Agreements. None of the information furnished to Agent by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach on behalf of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) Borrower contained any material agreement, judgment, license, order misstatement of fact or permit applicable omitted to state a material fact or binding upon it, (b) result in any fact necessary to make the acceleration of any Indebtedness owed by it, statements contained herein or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentstherein not materially misleading. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatBank as follows: (a) Borrower has all requisite power and authority under applicable law and under its Charter Documents to execute, deliver and perform its obligations under this Amendment, and under the Credit Agreement as amended hereby; (b) All actions, waivers and consents (corporate, regulatory and otherwise) necessary or appropriate for it to execute, deliver and perform its obligations under this Amendment, and to perform its obligations under the Credit Agreement, as amended hereby, have been taken and/or received; (c) This Amendment and the Credit Agreement, as amended by this Amendment, constitute the legal, valid and binding obligation of it enforceable against it in accordance with the terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the limitation of certain remedies by certain equitable principles of general applicability; (d) The execution, delivery and performance of this Amendment, and the performance by Borrower of its obligations under the Credit Agreement, as amended hereby, will not violate or contravene (a) any provision of any federal, state, local or other law, rule, or regulation binding on it, (b) any order of any governmental authority, court, arbitration board, or tribunal binding on it or (c) result in or require the creation of any Lien upon or with respect to any of the Collateral; (e) The representations and warranties made by Borrower contained in any the Credit Agreement and the other Loan Document Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time the date of this Amendment, before and after giving effect to the effectiveness hereof same, as if such representations though made on and warranties had been made as of the time of the effectiveness hereof such date (except to the extent that such representation they relate to an earlier date); (f) No event has occurred and is continuing which constitutes an default or warranty was made as an Event of Default under the Credit Agreement; and (g) The Credit Agreement continues to create a specific datevalid security interest in, and Lien upon, the Collateral, in favor of Bank, which case such representation or warranty shall be true security interests and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and Liens are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it perfected in accordance with their the terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating the Credit Agreement and prior to the enforcement of creditors ‘ rights and by general principles of equityall Liens other than Permitted Liens.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower represents and warrants as of the date hereof and on the First Amendment Effective Date to Administrative the Agent and each Lender that: (a) All Borrower (i) has the power and authority, and the legal right, to make, deliver and perform this Amendment and (ii) has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment; (b) No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained by Borrower in connection with the execution, delivery, performance, validity or enforceability of this Amendment; (c) This Amendment (i) has been duly executed and delivered on behalf of Borrower and (ii) constitutes a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (d) The execution, delivery and performance of this Amendment will not result in a violation by Borrower of any Requirement of Law or any Contractual Obligation of Borrower and will not result in, or require, the creation or imposition of any Lien on any of its Properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation; (e) After giving effect to the amendments set forth herein, the representations and warranties made by Borrower in any Loan Document Party in or pursuant to the Loan Documents are true and correct accurate as of the date hereof with the same force and effect as if such had been made on and as of the date hereof; (f) Borrower is in compliance in all material respects (without duplication of any materiality qualifier contained therein) on with all terms and as of time of provisions set forth in the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Loan Documents to which it is a party, ; (g) The CP Acquisition constitutes a Qualified Investment and is permitted under the performance by it terms of its obligations under such Amendment Documents, the Loan Documents (as amended hereby) and the consummation of First Lien Loan Documents (as the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect same may be amended in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.this Amendment); and (dh) This Amendment is, No Default or Event of Default has occurred and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityis continuing.

Representations and Warranties of Borrower. In order to induce each Lender to enter into consideration of the execution and delivery of this AmendmentAgreement by Lender, Borrower hereby represents and warrants to Administrative Agent and each Lender that: : (a) All this Agreement has been duly executed and delivered by Borrower, and this Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting, creditors’ rights generally and the effects of general principles of equity; (b) the execution, delivery and performance of this Agreement (i) are within Borrower’s corporate powers, have been duly authorized by all necessary corporate action, (ii) do not and will not contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) do not and will not contravene in any material respect any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) do not and will not violate, conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any Operating Documents or other organizational documents of Borrower or any material agreement of Borrower, and (v) will not require the consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority or any other Person; (c) after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing under the Loan Agreement or any other Loan Document; (d) as of the date hereof, all representations and warranties made by of Borrower set forth in any the Loan Document Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if other than such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation are already qualified by materiality, Material Adverse Effect or warranty was made as of a specific datesimilar language, in which case such representation or warranty representations and warranties shall be true and correct in all respects), except that that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects (without duplication of any materiality qualifier contained thereinother than such representations and warranties that are already qualified by materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) as of such specific date). ; (be) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, Agreement and the other Amendment Loan Documents when duly executed and delivered will be, constitute the legal, valid and binding obligations of itBorrower, each enforceable against it Borrower in accordance with their terms respective terms, except as such enforcement may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws other laws affecting, creditors’ rights generally and the effects of general application relating to the enforcement of creditors ‘ rights and by general principles of equity; and (f) there has not been any event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, a. Borrower represents and warrants to Administrative Agent and each Lender thatCo‑Lenders as follows: (a1) All representations Xxxxxxxx has not voluntarily transferred, conveyed or assigned its interest in the Project, the Personal Property, the Intangibles or the Leases and warranties made by Deposits other than the liens and security interests in favor of Co‑Lenders, shown in Exhibit J attached; (2) The subject transaction is not intended to hinder or delay any entity to which Borrower in any Loan Document are true is or shall become indebted to; and correct in all material respects (without duplication of any materiality qualifier contained therein) on and Borrower shall not become insolvent as of time a result of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).subject transaction; (b3) Xxxxxxxx sought and received advice of independent legal counsel of its choice in connection with this Agreement and the transactions contemplated herein; (4) The Project and Borrower's use thereof do not violate any applicable covenant, condition or restriction or any applicable statute, ordinance, regulation, order, permit, rule, or agreement or law, including without limitation any building, zoning, hazardous or toxic waste, health or environmental restriction or governmental requirement; (5) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it not received any notice of the Amendment Documents to which it is a party and to authorize existence of any violation of any applicable covenant, condition or restriction or any applicable statute, ordinance, regulation, order, permit, rule or law, including without limitation, any building, zoning or environmental restriction or requirement concerning the consummation use, construction, maintenance, repair, replacement, operation or occupancy of the transactions contemplated thereby and the performance of its obligations thereunder.Project; (c6) The execution and delivery by There are no obligations of Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance Project which will be binding upon Co‑Lenders after Closing except the Leases listed in Exhibit D and leases not listed on Exhibit D but entered into by it Borrower prior to Closing in the ordinary course of any Amendment Document or to consummate any transactions contemplated business and approved in writing by the Amendment Documents.Co‑Lenders; (d7) This Amendment isExcept as disclosed in Exhibit J attached, there are no assessments for public improvements pending or existing or, to Borrower's knowledge after due investigation, threatened with respect to the Project; (8) All persons and entities supplying material, labor or equipment to the Project have been paid or will be paid by Co‑Lenders pursuant to this Agreement; except as disclosed in Exhibit J attached, there are no actual or alleged claims of lien with respect to the Project; and there are no outstanding contracts for any improvements to the Project which have not been fully paid and performed in accordance with the terms thereof or which have not been identified herein; (9) No person or entity is entitled to occupy or use the Project except under the terms of the Leases; (10) The sole general partners in Borrower are ________________, a Washington corporation, _______________ ("____") and __________________ ("_____"). The sole shareholders in ____________ are ____________ and ____________. The sole general partners in ____________ are ____________ and ____________, and the sole limited partners in ____________ are ____________, ____________, and ____________. The sole general partners in the ____________ are ____________ and ____________, and the sole limited partners in ____________ are ____________, ____________ , ____________ and ____________; (11) All Loan proceeds disbursed to Borrower during the term of the Loan have been used to pay the Project costs and expenses for which such funds were disbursed and all revenues from the operation of the Project have been used to pay legitimate Project costs and expenses as required by the Loan Documents; (12) Other than the accounts payable listed in Exhibit I attached, Borrowers are aware of no other Amendment Documents when duly executed creditors which are owed money in connection with the construction, operation or management of the Project other than those listed on Exhibits 1‑2, none of which are being assumed or paid by Co‑Lenders; and (13) All business and delivered will beoccupation taxes, legalsales taxes, valid excise taxes and binding obligations other taxes of itany kind and nature, enforceable against it due and payable in accordance connection with their terms except the construction, operation and management of the Project (other than real property taxes and assessments as such enforcement may be limited shown on Exhibit J attached) have been paid by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityXxxxxxxx.

Representations and Warranties of Borrower. In order to To induce each Lender to enter into this AmendmentLimited Waiver, Borrower hereby represents and warrants to Administrative Agent and each Lender thatas follows: (a) All Immediately after giving effect to this Limited Waiver (a) the representations and warranties made by Borrower contained in any the Loan Document Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)., and (b) no Event of Default has occurred and is continuing; (b) Borrower has duly taken all corporate action necessary the power and authority to authorize the execution execute and delivery by it of the Amendment Documents to which it is a party deliver this Limited Waiver, and to authorize the consummation of the transactions contemplated thereby perform its obligations under this Limited Waiver and the performance of its obligations thereunder.Loan Agreement; (c) The organizational documents of Borrower delivered to Lender on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; (d) The execution and delivery by Borrower of the Amendment Documents to which it is a party, this Limited Waiver and the performance by it Borrower of its obligations under such Amendment Documents, this Limited Waiver and the consummation Loan Agreement have been duly authorized; (e) The execution and delivery by Borrower of this Limited Waiver and the transactions contemplated performance by such Amendment Documents, Borrower of its obligations under this Limited Waiver and the Loan Agreement do not and will not (a) conflict with, violate or result in a breach of any provision of contravene (i), to its knowledge, ) any Lawlaw or regulation binding on or affecting Borrower, (ii) its Organizational Documentsany material contractual restriction with a Person binding on Borrower, or (iii) any material agreementorder, judgment, license, order judgment or permit applicable to or binding upon it, (b) result in the acceleration decree of any Indebtedness owed by itcourt or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (civ) result in or require the creation organizational documents of any Lien upon any Borrower; (f) The execution and delivery by Borrower of this Limited Waiver and the performance by Borrower of its assets or properties except as expressly contemplated or permitted in obligations under this Limited Waiver and the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permitAgreement do not require any order, consent, approval, license, authorization or order validation of, and no notice to or filing filing, recording or registration with, or exemption by any Governmental Authority governmental or third party is required public body or authority, or subdivision thereof, binding on the part of either Borrower, except as already has been obtained or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.made; (dg) This Amendment is, and the other Amendment Documents when Limited Waiver has been duly executed and delivered will be, legal, valid by Borrower and is the binding obligations obligation of itBorrower, enforceable against it Borrower in accordance with their terms its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, liquidation, moratorium or other similar Laws laws of general application and equitable principles relating to or affecting creditors’ rights; (h) All the enforcement Purchased Shares have been duly authorized and validly issued, and all of creditors ‘ the shares of common stock of Borrower for which the Amended and Restated Warrants are exercisable (the “Warrant Shares”) have been duly authorized and will be validly issued, in compliance with applicable laws and the Purchased Shares and the Warrant Shares, when issued, will be fully paid and non-assessable. Each of the Purchased Shares and the Warrant Shares will, upon issuance, be approved for trading on the Nasdaq Capital Market. None of the Purchased Shares are, and none of the Warrant Shares will be, issued in violation of any contract, agreement, arrangement or commitment to which Borrower is a party or is subject to, or in violation of, any preemptive or similar rights of any person. (i) Borrower has not, directly or through its agents, offered or sold the Purchased Shares or the Amended and Restated Warrants by any form of general principles solicitation or general advertising within the meaning of equityRule 502(c) under the U.S. Securities Act of 1933 (the “Securities Act”). (j) To the knowledge of Borrower, none of Borrower or its affiliates is a “pilot program U.S. business” as defined in 31 C.F.R. § 801.213.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent Lender (all of which representations and each Lender warranties shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby) that: (a) All representations Borrower has full right, power, and warranties made by Borrower in authority to enter into this Agreement and the other Loan Documents to which it is a party, without the consent, approval, authorization of, or notice to, any Loan Document are true and correct in all material respects (without duplication of other person or entity, including any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation governmental entity or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).regulatory authority; (b) Borrower has is duly taken all corporate action necessary to authorize organized and validly existing as corporations under the execution and delivery by it laws of the Amendment State of Nevada, and is in good standing as corporations and qualified to do business in each state in which the nature of its business or property so requires; (c) The execution, delivery, and performance of this Agreement and compliance with the terms, conditions and provisions hereof and the other Loan Documents to which it is a party are not prohibited or restricted under Borrower’s articles of incorporation or bylaws. The execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party and to authorize the consummation of the transactions contemplated hereby and thereby (i) do not conflict with or result in any breach or contravention of any applicable law, regulation, judicial order, or decree (each, a “Requirement of Law”) to which Borrower is subject and the performance (ii) do not violate, conflict with, constitute a default or event of default under, or result in any rights to accelerate or modify any obligations under any agreement, instrument, lease, mortgage, or indenture to which Borrower is a party or subject, or to which any of its obligations thereunder.assets are subject; (cd) The execution Borrower has the requisite power and delivery by Borrower of authority and is duly authorized to execute and deliver this Agreement, the Amendment other Loan Documents to which it is a party, and to perform the performance Obligations. This Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by it Borrower and constitute a valid and legally binding obligation of Borrower, enforceable in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws relating to or affecting generally the enforcement of creditors’ rights and by equitable principles of general applicability (regardless of whether such enforceability is considered in a proceeding in equity or at law); (e) The liens and security interests granted in and to the Collateral pursuant to the Loan Documents constitute a present, valid, binding, and enforceable security interest as collateral security for the Obligations and are subject to no other liens or security interests (whether junior, equal or senior in priority). (f) Borrower has made all filings required pursuant to the Securities Exchange Act of 1934 with the Securities Exchange Commission and all required filings relating to its listing on the NASDAQ OTC Bulletin Board. Each Grantor is in compliance in all material respects with all Requirements of Law applicable to such Grantor. (g) Each of Borrower and its subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all material property necessary or used in the ordinary conduct of its obligations under such Amendment Documentsbusiness. The property of Borrower and Grantor is subject to no liens, security interests or other encumbrances, other than liens and security interests in favor of Lender. (h) Borrower and its subsidiaries own, or possess the consummation right to use, all of the transactions contemplated by such Amendment Documentstrademarks, do not service marks, trade names, copyrights, patents, patent rights, franchises, licenses and will not (a) other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without conflict with, violate or result in a breach with the rights of any provision other person or entity. To the best knowledge of (i)Borrower, to its knowledgeno slogan or other advertising device, any Lawproduct, (ii) its Organizational Documentsprocess, method, substance, part or other material now employed, or (iii) any material agreementnow contemplated to be employed, judgment, license, order by Borrower or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets subsidiaries infringes upon any rights held by any other person or properties except as expressly contemplated or permitted in the Loan Documentsentity. (i) The issued and outstanding capital stock of CBS is 100 shares of common stock, represented by Certificate No. Except (x) as expressly contemplated in the Amendment Documents and (y) such as 1, all of which have been obtained or made duly authorized and issued and are fully-paid and non-assessable, and none of which constitutes Margin Stock (as defined in full force Regulation U of the Board of Governors of the Federal Reserve System of the United States, as the same is from time to time in effect); and effectall of such shares are owned by Borrower free and clear of any lien, to security interest or other encumbrance other than the pledge and security interest in favor of Lender. (j) The properties of Borrower and its knowledgesubsidiaries are insured with financially sound and reputable insurance companies not affiliates of Borrower, no permitin such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where Borrower or the applicable subsidiary operates. (k) No approval, consent, approvalexemption, authorization authorization, or order ofother action by, and no or notice to to, or filing with, any Governmental Authority governmental authority or third party any other person or entity is necessary or required on the part of or in its respect in connection with the execution, delivery or performance by it by, or enforcement against, any Grantor of any Amendment Document Loan Document. (l) Except as disclosed to Lender prior to the date hereof, there are no actions, suits, proceedings, claims or disputes pending or, to consummate the knowledge of Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any governmental authority, by or against Borrower or any of its subsidiaries or against any of their properties or revenues. (m) Neither Grantor is in default under or with respect to any material contractual obligation. No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by the Amendment Documentsthis Agreement or any other Loan Document. (dn) This Amendment isBorrower and its subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and the have paid all Federal, state and other Amendment Documents when duly executed material taxes, assessments, fees and delivered will beother governmental charges levied or imposed upon them or their properties, legalincome or assets otherwise due and payable, valid except those which are being contested in good faith by appropriate proceedings diligently conducted and binding obligations of it, enforceable against it for which adequate reserves have been provided in accordance with their terms except generally accepted accounting principles (“GAAP”). There is no proposed tax assessment against Borrower or any of its subsidiaries. Neither Lender nor CBS is party to any tax sharing agreement. (o) Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Loan, not more than 25% of the value of the assets (either of Borrower only or of Borrower and its subsidiaries on a consolidated basis) will be Margin Stock. (p) None of Borrower, any person controlling Borrower, or any subsidiary of Borrower is or is required to be registered as an “investment company” under the Investment Company Act of 1940. (q) Borrower has disclosed to Lender all agreements, instruments and corporate or other restrictions to which it or any of its subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to have a material adverse effect upon the business, operations, condition (financial or otherwise), properties or prospects of Borrower or it subsidiaries (a “Material Adverse Effect”). No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of either Grantor to Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, Borrower represents only that such enforcement may information was prepared in good faith based upon assumptions believed to be limited by bankruptcy, insolvency or similar Laws of general application relating to reasonable at the enforcement of creditors ‘ rights and by general principles of equitytime.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender the Lenders that, as of the date hereof: (ai) All representations it has all requisite power and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except authority to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party enter into this Agreement and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of carry out its obligations under such Amendment Documentsthis Agreement; the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by such Amendment Documentsthis Agreement have been duly authorized by all necessary action on the part of Borrower; this Agreement has been duly executed and delivered by it and is the valid and binding obligation of Borrower, do not and enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws generally affecting the enforcement of creditors’ rights; (ii) neither the execution nor delivery of this Agreement nor the performance by Borrower of its obligations under this Agreement, nor the consummation of the transactions contemplated by this Agreement, will not (a) conflict with any of the Borrower’s organizational documents of Borrower; (b) conflict with, violate or result in a breach of, or constitute a default (or an event which would, with the passage of any provision time or the giving of (i)notice or both, constitute a default) under, or give rise to its knowledgea right to terminate, amend, modify, abandon or accelerate, any Lawcontract, agreement, promissory note, lease, indenture, instrument or license to which Borrower is a party or by which Borrower’s assets or properties may be bound or affected; (iic) its Organizational Documentsviolate or conflict with and federal, state or (iii) any material agreementlocal law, statute, ordinance, rule, regulation, order, judgment, licensedecree or arbitration award which is either applicable to, order or permit applicable to or binding upon it, or enforceable against Borrower; (b) result in the acceleration of any Indebtedness owed by it, or (cd) result in or require the creation or imposition of any Lien liens, security interests, options or other charges or encumbrances (“Liens”) upon any of its assets or properties except as expressly contemplated with respect to the Collateral other than the Liens created hereby; or permitted in (e) require the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, order or authorization or order of, and no notice to or the registration, declaration or filing with, any Governmental Authority federal, state or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.local government entity; and (diii) This Amendment isit is the legal and beneficial owner of, and has good and marketable title to (and full right and authority to assign), the other Amendment Documents when duly executed Collateral, free and delivered will beclear of all liens, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating subject to the enforcement of creditors ‘ rights and by general principles of equityPermitted Encumbrances.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent that as of the date hereof and as of the date of execution of each Lender that: Note: (a) All representations the address stated above is the chief place of business and warranties made by chief executive office of Borrower, Borrower’s full and accurate legal name is as stated above and the information describing Borrower in any Loan Document are true and correct set forth under Borrower’s signature below is accurate in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). respects; (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby either (i) an individual and the performance sole proprietor of its obligations thereunder. (c) The execution business which is located at the address set forth above and delivery by Borrower of doing business only under the Amendment Documents to which it is a partynames disclosed herein, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) a limited liability company or corporation duly organized and validly existing in good standing under the laws of the state of its Organizational Documentsorganization or incorporation, or (iii) any material agreementa general or limited partnership organized under the laws of the state of its principal place of business set forth in this Agreement and the individual general partner executing this Agreement has the full authority to represent, judgment, license, order or permit applicable to or binding upon it, (b) result sign for and bind Borrower in the acceleration of any Indebtedness owed by it, or all respects; (c) the execution, delivery and performance of this Agreement, each Note, each Collateral Schedule and all related instruments and documents (i) have been duly authorized by all necessary action on the part of Borrower, (ii) do not require the approval of any stockholder, partner, manager, trustee, or holder of any obligations of Borrower except such as have been duly obtained, and (iii) do not contravene any law, governmental rule, regulation or order binding on or applicable to Borrower, or contravene the operating agreement, charter or by-laws of Borrower, or constitute a default under, or result in or require the creation of any Lien lien or encumbrance upon the property of Borrower under, any of indenture, mortgage, contract or other agreement to which Borrower is a party or by which it or its assets or properties except as expressly contemplated or permitted in property is bound; (d) the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, entered into constitute legal, valid and binding obligations of it, Borrower enforceable against it Borrower in accordance with their terms except terms; (e) there are no actions or proceedings to which Borrower is a party, and there are no threatened actions or proceedings of which Borrower has knowledge, before any governmental authority which, either individually or in the aggregate, would adversely affect the financial condition of Borrower or the ability of Borrower to perform its obligations hereunder; (f) Borrower is not in default under any obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any agreement which, either individually or in the aggregate, would adversely affect the financial condition of Borrower or the ability of Borrower to perform its obligations hereunder; (g) the financial statements of Borrower (copies of which have been furnished to KEF) have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present Borrower’s financial condition and the results of its operations as of the date of and for the period covered by such enforcement may be limited by bankruptcystatements, insolvency and since the date of such statements there has been no material adverse change in such conditions or similar Laws operations, (h) the Equipment is, and shall at all times remain, fully removable personal property notwithstanding any affixation or attachment to real property or improvements, (i) Borrower is, and will continue to be, the sole owner of general application relating the Collateral and shall at all times keep the Collateral free and clear from all liens and encumbrances of any kind or nature other than those created by, through or under KEF, (j) it has good, valid and marketable title to the enforcement of creditors ‘ rights Collateral, (k) the security interest in the Collateral granted to KEF hereunder, when properly perfected by filing, shall constitute a valid and by general principles of equityperfected first priority security interest in the Collateral; (l) the loan is for commercial and business purposes and the Collateral will be used solely for such purposes and not for personal, family, or household purposes and (m) the Collateral is not subject to, and Borrower will not grant or permit to exist, any liens or claims on or against the Collateral whether senior, superior, junior, subordinate or equal to the security interest granted to KEF hereby, or otherwise.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent Bank that as of the date of acceptance of this Agreement, the Notes and/or the Loan Documents, as of the date of borrowing hereunder and each Lender thatat all times the Loan or any other indebtedness are outstanding hereunder: (a) All representations If Borrower is a corporation, Borrower is duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as state of its incorporation; if such representations a partnership, Borrower is duly organized and warranties had been made as validly existing under the partnership agreement and the applicable laws of the time state in which the partnership is formed or exists or if a limited liability company, Borrower is duly organized and validly existing under the operating agreement and the applicable laws of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, state in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).the limited liability company is formed; (b) Borrower has duly taken all corporate action necessary the legal power and authority, to authorize own its properties and assets and to carry out its business as now being conducted; it is qualified to do business in every jurisdiction wherein such qualification is necessary; it has the execution legal power and delivery by it of authority to execute and perform this Agreement, the Amendment Notes and/or the Loan Documents to which it is a party borrow money in accordance with its terms, to execute and deliver this Agreement, the Notes and the Loan Documents, and to authorize do any and all other things required of it hereunder; and this Agreement, the consummation Notes and all the Loan Documents, when executed on behalf of Borrower by its duly authorized officers, partners or members, as the transactions contemplated thereby case may be, shall be its valid and the performance of its binding obligations thereunder.legally enforceable in accordance with their terms; (c) The execution execution, delivery and delivery performance of this Agreement, the Notes and/or the Loan Documents and the borrowings hereunder and thereunder (i) have been duly authorized by Borrower all requisite corporate, partnership or company action; (ii) do not require governmental approval; (iii) will not result (with or without notice and/or the passage of time) in any conflict with or breach or violation of or default under, any provision of law, the Amendment Documents articles of incorporation, articles of organization, operating agreement, bylaws or partnership agreement of Borrower, any provision of any indenture, agreement or other instrument to which it Borrower is a party, the performance or by which it or any of its obligations under such Amendment Documents, properties or assets are bound; and the consummation of the transactions contemplated by such Amendment Documents, do not and (iv) will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration creation or imposition of any Indebtedness owed by itlien, charge or (c) result in or require the creation encumbrance of any Lien nature whatsoever upon any of its the properties or assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.Borrower; (d) This Amendment is, The balance sheet of Borrower as provided to Bank in connection herewith and the other Amendment Documents when duly executed and delivered will berelated statement of income of Borrower provided to Bank for the period ended March 31, legal2006, valid and binding obligations fairly present the financial condition of it, enforceable against it Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating generally accepted accounting principles (“GAAP”) consistently applied; and from the date thereof to the enforcement date hereof, there has been no material adverse change in such condition or operations; and (e) There is not pending nor, to the best of creditors ‘ rights Borrower’s knowledge, threatened, any litigation, proceeding or governmental investigation which could materially and by general principles of equityadversely affect its business or its ability to perform its obligations, pay the indebtedness and/or comply with the covenants set forth herein and/or in the Notes and/or the other Loan Documents.

Representations and Warranties of Borrower. In order a. The execution, delivery and performance by each Borrower of this Amendment has been duly authorized by all necessary corporate action and this Amendment is a legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as the enforcement thereof may be subject to induce each Lender to enter into this Amendment(i) the effect of any applicable bankruptcy, Borrower represents insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and warrants to Administrative Agent and each Lender that:(ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (a) All b. Each of the representations and warranties made by Borrower contained in any Loan Document are the Credit Agreement and the Security Agreement is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof as if such representations and warranties had been made as of on the time of the effectiveness hereof (date hereof, except to the extent that such representation or warranty was made as representations and warranties expressly relate to an earlier date; and c. Neither the execution, delivery and performance of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) this Amendment by each Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize nor the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partyhereby does or shall contravene, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of of, or violate (i) any provision of (i), to its knowledge, any Lawsuch Borrower's certificate or articles of incorporation or bylaws, (iiiii) its Organizational Documentsany law or regulation, or any order or decree of any court or government instrumentality, or (iii) any material agreementindenture, judgmentmortgage, licensedeed of trust, order lease, agreement or permit applicable other instrument to which such Borrower or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets Subsidiaries is a party or properties by which such Borrower or any of its Subsidiaries or any of their property is bound, except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) any such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating case to the enforcement extent such conflict or breach has been waived by a written waiver document, a copy of creditors ‘ rights and by general principles of equitywhich has been delivered to Agent on or before the date hereof.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent and each Lender thatas follows: (a) All 5.1 Each of the representations and warranties made by Borrower set forth in any Loan Document are true the Agreement is true, correct, and correct in all material respects (without duplication of any materiality qualifier contained therein) complete on and as of time of the effectiveness date hereof as if such representations and warranties had been though made as of on the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documentsdate hereof, and the consummation Agreement and each of the transactions contemplated by such Amendment Documentsother Loan Documents remains in full force and effect. 5.2 As of the date hereof, do not there exists and will not (a) conflict withexist no Default or Event of Default under the Agreement or any other Loan Document, violate and no event which, with the giving of notice or result in lapse of time, or both, would constitute a breach Default or Event of any provision Default. 5.3 The execution, delivery and performance by the Borrower of this Amendment and the Replacement Notes are within Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not, and will not, (i), to its knowledge, any Law) contravene Borrower's certificate of incorporation or by-laws, (ii) its Organizational Documentsviolate any law, including without limitation the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or any rule, regulation (including Regulations T, U or X of the Board of Governors of the Federal Reserve System) order, writ, judgement, injunction, decree, determination or award, (iii) any material agreement, judgment, license, order conflict with or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by itbreach of, or (c) constitute a default under, any material contract, loan agreement, mortgage, deed of trust or any other material instrument or agreement binding on Borrower or any Subsidiary or any of their properties or result in or require the creation or imposition of any Lien lien upon or with respect to any of its assets or properties except as expressly contemplated or permitted in their properties. 5.4 Each of this Amendment and each of the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as Replacement Notes have been obtained or made duly executed and are delivered by the Borrower and this Amendment has been duly executed by the Guarantors. This Amendment is the legal, valid and binding obligation of the Borrower and the Guarantors enforceable against the Borrower and each of the Guarantors in full force accordance with its terms. Each of the Replacement Notes is the legal, valid and effect, to binding obligation of the Borrower enforceable against the Borrower in accordance with its knowledge, no permit, consent, approval, terms. 5.5 No authorization or order ofapproval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required on for (i) the part of or in its respect in connection with the due execution, delivery or performance by it the Borrower and the Guarantors of this Amendment, the Replacement Notes, or any Amendment Document other agreement or document related hereto or contemplated hereby to consummate which the Borrower or any transactions contemplated of the Guarantors is or is to be a party or otherwise bound or (ii) the exercise by the Amendment DocumentsAgent, the Arranger or any Lender of its rights under the Agreement as amended by this Amendment. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and ------------------------------------------ warrants to Administrative Agent and each Lender that, as of the date hereof: (a) All representations Borrower has the right and warranties made power and is duly authorized to enter into this Agreement and all other agreements executed in connection herewith; (b) No Event of Default or an event or condition which upon notice, lapse of time or both will constitute an Event of Default has occurred and is continuing; (c) The execution, delivery and performance by Borrower of this Amendment and the other agreements to which Borrower is a party (i) have been duly authorized by all necessary action on its part; (ii) do not and will not, by the lapse of time, giving of notice or otherwise, violate the provisions of the terms of its Articles of Certificate of Incorporation or By-Laws, or of any mortgage, indenture, security agreement, contract, undertaking or other agreement to which Borrower is a party, or which purports to be binding on Borrower or any of its properties; (iii) do not and will not, by lapse of time, the giving of notice or otherwise, contravene any governmental restriction to which Borrower or any of its properties may be subject; and (iv) do not and will not, except as contemplated in the Loan Agreement, result in the imposition of any lien, charge, security interest or encumbrance upon any of Borrower's properties under any indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which Borrower is a party or which purports to be binding on Borrower or any of its properties; (d) No consent, license, registration or approval of any governmental authority, bureau or agency is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment and the other agreements executed by Borrower in any connection herewith; (e) This Amendment and the other agreements executed by Borrower in connection herewith have been duly executed and delivered by Borrower and are enforceable against Borrower in accordance with their terms; and (f) All information, reports and other papers and data heretofore furnished to Agents by Borrower in connection with this Agreement, the Loan Document Agreement and Other Agreements are true accurate and correct in all material respects (without duplication of any materiality qualifier contained therein) on and complete insofar as of time may be necessary to give Agents true and accurate knowledge of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) subject matter thereof. Borrower has duly taken all corporate action necessary disclosed to authorize the execution and delivery by it Agents every fact of the Amendment Documents to which it is a party aware which would reasonably be expected to materially and adversely affect the business, operations or financial condition of Borrower or the ability of Borrower to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of perform its obligations under such Amendment Documentsthis Amendment, and the consummation Loan Agreement or under any of the transactions contemplated Other Agreements. None of the information furnished to Agents by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach on behalf of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) Borrower contained any material agreement, judgment, license, order misstatement of fact or permit applicable omitted to state a material fact or binding upon it, (b) result in any fact necessary to make the acceleration of any Indebtedness owed by it, statements contained herein or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentstherein not materially misleading. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Article V of the Original Credit Agreement and the other Loan Document Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof as if such representations and warranties had have been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation representations or warranty was warranties were made as of a specific datedate or updated, modified or supplemented as of a subsequent date with the consent of Required Lenders and Administrative Agent, in which case such representation or warranty representations and warranties shall be have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) as on and of such specific date). (b) Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the this Amendment Documents to which it is a party and to authorize the consummation performance of the transactions contemplated thereby and the performance obligations of its obligations thereunderBorrower hereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partythis Amendment, the performance by it Borrower of its obligations under such Amendment Documents, hereunder and the consummation of the transactions contemplated by such Amendment Documents, hereby do not and will not (a) conflict with, violate or result in a breach of any provision of with (i), to its knowledge, ) any Law, (ii) its the Organizational DocumentsDocuments of Borrower, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itBorrower in any material respect, (b) result in the acceleration of any Indebtedness owed by itBorrower, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsof Borrower. Except (x) as expressly contemplated in the Amendment Documents and (y) such as for those which have been obtained or made and are in full force and effect, to its knowledgeobtained, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it Borrower of any this Amendment Document or to consummate any transactions contemplated by the Amendment Documentshereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each of this Amendment and the Credit Agreement will be, legal, valid be a legal and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general equitable principles of equitygeneral application. (e) The audited annual Consolidated financial statements of Borrower dated as of December 31, 2010 fairly present the Consolidated financial position at such date and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since such date no Material Adverse Change has occurred in the financial condition or businesses or in the Consolidated financial condition or businesses of Borrower.

Representations and Warranties of Borrower. In order Borrower, in addition to induce each Lender to enter into this Amendmentall other representations made and warranties given herein, Borrower represents and warrants to Administrative Agent and each Lender thatBank as follows: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had No condemnation or eminent domain proceeding has been made as of the time of the effectiveness hereof (except commenced or, to the extent that such representation or warranty was made as knowledge of a specific dateBorrower, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)threatened against the Property. (b) Borrower has duly taken all corporate action necessary no knowledge of any notices or violations of federal or state law or municipal ordinances, including without limitation any Environmental Laws, or orders or requirements of any governmental body or authority to authorize whose jurisdiction the execution and delivery by it of the Amendment Documents to which it Property is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereundersubject. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a partyexecution, the performance by it of its obligations under such Amendment Documentsdelivery, and the consummation performance of the transactions contemplated by such Amendment Documentsthis Agreement, do not the Note, and the Security Documents will not (a) conflict with, violate with or result in a breach of the terms or provisions of any provision of (i)existing law, to its knowledge, any Law, (ii) its Organizational Documentsregulation, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by itcourt or governmental body or authority, or (c) result in any other document, instrument, or require the creation of any Lien upon any of its assets agreement to which Borrower is a party or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentsbound. (d) This Amendment isAgreement, the Note, and the other Amendment Security Documents when duly to which Borrower is a party will be validly executed and delivered by Borrower and will be, constitute the legal, valid valid, and binding obligations of itBorrower, enforceable against it in accordance with their terms except respective terms. (e) There are no actions or proceedings pending or threatened against Borrower, any real property or project owned by Xxxxxxxx, the Property, other than such as may arise in the ordinary course of business, which may in any manner whatsoever substantially affect the validity, priority, or enforceability of the Agreement, the Note, or the Security Documents, or the construction, use, occupancy, and operation of the Property or any part thereof. (f) To Borrower’s knowledge, there is no fact which Borrower has not disclosed to Bank in writing which materially adversely affects or, so far as Borrower can now foresee, will materially adversely affect the Property or the ability of Borrower to perform any of its obligations arising under this Agreement. (g) All financial information furnished to Bank by Xxxxxxxx, or its representatives with respect to Borrower, in connection with the Loan (i) is complete and correct in all material respects, and (ii) accurately represents the financial condition of Borrower at the date of issuance. Borrower has no material or contingent liability not disclosed to Bank in writing and there is no material lien, claim, charge, or other right of others of any kind (including liens or retained security titles of conditional vendors) or any property of Borrower not disclosed in such enforcement may be limited financial statements or otherwise disclosed to Bank in writing. (h) There has been no Material Adverse Change in the condition, financial or otherwise, of Borrower since the dates of the latest financial statements furnished to Bank by bankruptcyBorrower. Since those dates, insolvency Xxxxxxxx has not entered into any material transaction not disclosed in such financial statements or similar Laws otherwise disclosed to Bank in writing. (i) Borrower currently uses no trade name other than its actual name. For purposes of general application relating this Agreement, Xxxxxxxx’s principal place of business is at its address at 000 X. Xxxx Xx. Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx, 00000. (j) Borrower has good and marketable title to the enforcement Property, and the lien of creditors ‘ rights the Deed of Trust shall be a second position lien, subject only to prior liens in favor of Bank, and those liens and encumbrances disclosed by general principles the Title Company to Bank and accepted by Bank. (k) Borrower validly exists, and is in good standing, as a limited liability company in the State of equityDelaware, and has made, and shall continue to make, all governmental filings necessary to maintain such status. The articles of organization and operating agreement for Borrower that have been delivered to Bank are current and accurate, and they shall not be amended in any material way without Bank’s prior written consent. (l) Borrower shall maintain all depository and operating accounts related to the Property with Bank throughout the term of this Agreement. The above representations and warranties and any representations and warranties made by Borrower in Borrower’s application for the Loan or any loan commitment issued by Bank shall survive the making of any Advance hereunder and will be deemed to have been made each time an Advance is made hereunder.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatBank as follows: (a) Borrower has all requisite power and authority under applicable law and under its Charter Documents to execute, deliver and perform its obligations under this Amendment, and under the Credit Agreement as amended hereby; (b) All actions, waivers and consents (corporate, regulatory and otherwise) necessary or appropriate for it to execute, deliver and perform its obligations under this Amendment, and to perform its obligations under the Credit Agreement, as amended hereby, have been taken and/or received; (c) This Amendment and the Credit Agreement, as amended by this Amendment, constitute the legal, valid and binding obligation of it enforceable against it in accordance with the terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the limitation of certain remedies by certain equitable principles of general applicability; (d) The execution, delivery and performance of this Amendment, and the performance by Borrower of its obligations under the Credit Agreement, as amended hereby, will not violate or contravene (a) any provision of any federal, state, local or other law, rule, or regulation binding on it, (b) any order of any governmental authority, court, arbitration board, or tribunal binding on it or (c) result in or require the creation of any Lien upon or with respect to any of the Collateral; (e) The representations and warranties made by Borrower contained in any the Credit Agreement and the other Loan Document Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time the date of this Amendment, before and after giving effect to the effectiveness hereof same, as if such representations though made on and warranties had been made as of the time of the effectiveness hereof such date (except to the extent that such representation they relate to an earlier date); (f) After giving effect to this Amendment, no event has occurred and is continuing which constitutes an default or warranty was made as an Event of Default under the Credit Agreement; and (g) The Credit Agreement continues to create a specific datevalid security interest in, and Lien upon, the Collateral, in favor of Bank, which case such representation or warranty shall be true security interests and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and Liens are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it perfected in accordance with their the terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating the Credit Agreement and prior to the enforcement of creditors ‘ rights and by general principles of equityall Liens other than Permitted Liens.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and ------------------------------------------ warrants to Administrative Agent and each Lender thatas follows: (a) All representations Borrower is a limited liability company organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations jurisdiction indicated at the beginning of this Amendment and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, all other jurisdictions in which case such representation or warranty shall the failure to be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).so qualified reasonably could be expected to constitute a Material Adverse Change; (b) Borrower has duly taken all corporate action necessary to authorize the execution The execution, delivery, and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of this Amendment and the Amendment Loan Documents to which it is a party, the performance as amended hereby, are within Borrower's limited liability company powers, have been duly authorized by it of its obligations under such Amendment Documents, all necessary limited liability company action and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (ai) violate any provision of federal, state, or local law or regulation applicable to Borrower, the Governing Documents of Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on Borrower, (ii) conflict with, violate or result in a breach of, or constitute (with due notice or lapse of time or both) a default under any provision material contractual obligation of (i), to its knowledge, any LawBorrower, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of its assets Borrower, other than Permitted Liens, or properties except as expressly contemplated (iv) require any approval of Borrower's members or permitted in any approval or consent of any Person under any material contractual obligation of Borrower; (c) The execution, delivery, and performance by Borrower of this Amendment and the Loan Documents. Except (x) Documents to which it is a party, as expressly contemplated in the Amendment Documents amended hereby, do not and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permitwill not require any registration with, consent, approval, authorization or order approval of, and no or notice to to, or filing withother action with or by, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.other Person; (d) This Amendment isand each other Loan Document to which Borrower is a party, and the all other Amendment Documents documents contemplated hereby and thereby, when duly executed and delivered by Borrower will be, legal, be the legally valid and binding obligations of itBorrower, enforceable against it Borrower in accordance with their terms respective terms, except as such enforcement may be limited by equitable principles or by bankruptcy, insolvency insolvency, reorganization, moratorium, or similar Laws of general application laws relating to the enforcement or limiting creditors' rights generally; and (e) Except as expressly set forth herein, no other Default or Event of creditors ‘ rights and by general principles of equityDefault is existing.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations Borrower is a limited liability company organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations jurisdiction indicated at the beginning of this Consent and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, all other jurisdictions in which case such representation or warranty shall the failure to be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).so qualified reasonably could be expected to constitute a Material Adverse Change; (b) The execution, delivery, and performance by Borrower has duly taken all corporate action necessary to authorize of this Consent and the execution and delivery by it of the Amendment Loan Documents to which it is a party are within Borrower’s limited liability company powers, have been duly authorized by all necessary limited liability company action and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (ai) violate any provision of federal, state, or local law or regulation applicable to Borrower, the Governing Documents of Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on Borrower, (ii) conflict with, violate or result in a breach of, or constitute (with due notice or lapse of time or both) a default under any provision material contractual obligation of (i), to its knowledge, any LawBorrower, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of its assets Borrower, other than Permitted Liens, or properties except as expressly contemplated (iv) require any approval of Borrower’s members or permitted in any approval or consent of any Person under any material contractual obligation of Borrower; (c) The execution, delivery, and performance by Borrower of this Consent and the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents to which it is a party do not and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permitwill not require any registration with, consent, approval, authorization or order approval of, and no or notice to to, or filing withother action with or by, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.other Person; (d) This Amendment isConsent and each other Loan Document to which Borrower is a party, and the all other Amendment Documents documents contemplated hereby and thereby, when duly executed and delivered by Borrower will be, legal, be the legally valid and binding obligations of itBorrower, enforceable against it Borrower in accordance with their terms respective terms, except as such enforcement may be limited by equitable principles or by bankruptcy, insolvency insolvency, reorganization, moratorium, or similar Laws of general application laws relating to or limiting creditors’ rights generally; (e) No Liens on the enforcement PCMC Equipment exist other than the Lien of creditors ‘ rights and by general principles Agent; and (f) No Default or Event of equityDefault exists.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent Lender that the following are true and each Lender correct on the date of this Amendment and that:, after giving effect to the amendment set forth in Paragraph 2 above, the following will be true and correct on the Effective Date (as defined below): (a) All The representations and warranties made by of Borrower set forth in any the Loan Document Agreement, including, without limitation, Article V thereof and in the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if made on such date (except for representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was expressly made as of a specific specified date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).; (b) The Borrower has duly taken not previously undertaken a Substitution on six (6) occasions; (c) No Default or Event of Default has occurred and is continuing; and (d) There are no existing rights, conditions or options to expand onto, to lease, or to purchase, all corporate action necessary to authorize the execution and delivery by it or any portion of the Amendment Documents to Proposed Replaced Properties held by any tenant of the Properties which it is a party and to authorize shall remain in the Property Pool following the consummation of the transactions Substitution contemplated thereby and herein (collectively, the performance "Continuing Property"). All options, rights of its obligations thereunder. (c) The execution and delivery by Borrower first refusal or any other right to lease or purchase all or any portion of the Amendment Documents Proposed Replaced Properties, if any, held by any past or present tenant or any other person with an interest in the Proposed Replaced Properties have either been terminated, waived or expired, such that the Proposed Replaced Properties can be released from the Property Pool without any resulting adverse consequences to which it is a party, Lender. (Without limiting the performance by it of its obligations under such Amendment Documents, and the consummation scope of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the term "Loan Documents. Except (x) as ," Borrower expressly contemplated acknowledges in making the Amendment Documents representations and (y) warranties set forth in this Paragraph 3 that, on and after the date hereof, such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentsterm includes this Amendment. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.)

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each the Lender thatas follows: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and exists as of time a corporation under the laws of the effectiveness hereof as if such representations State of Delaware and warranties had been made as of the time of the effectiveness hereof (except is in good standing with respect to the extent that filing of annual reports and all other such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).requirements pursuant to the laws thereof; (b) Borrower has the corporate power and authority to (i) carry on its businesses as now being conducted and is licensed or registered or otherwise qualified in all jurisdictions where in the nature of its assets or the business transacted makes such licensing, registration or qualification necessary, (ii) acquire, own, hold, lease and mortgage or grant security in its assets including real property and personal property and (iii) enter into and perform its obligations under this Agreement and all other documents or instruments delivered hereunder; (c) this Agreement and all ancillary instruments or documents issued, executed and delivered hereunder by Borrower have been duly taken authorized by all corporate necessary action necessary of Borrower and each constitutes or will constitute a legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with their terms, subject to authorize applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors and to the general principles of equity; (d) Borrower is not in breach of or in default under any material obligation in respect of borrowed money, and the execution and delivery by it of this Agreement and all ancillary instruments or documents issued and delivered hereunder or thereunder, and the performance of the Amendment Documents terms hereof and thereof will not be, or result in, a violation or breach of, or default under, Borrower’s constating documents, any law, judgment, material agreement or instrument to which they are a party or may be bound; (e) neither the entering into of this Agreement nor of any of the Security to which it is a party by Borrower will constitute a breach or default under or in respect of any agreement to which Borrower is bound, and no consent, filing, authorization or approval is necessary under the terms of any such agreement to authorize the consummation of proceed with the transactions contemplated thereby and herein, including but not limited to the performance of its obligations thereunder. (c) The execution and delivery by Borrower granting of the Amendment Documents Security to which it Borrower is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not ; (af) conflict with, violate or result in a breach of except with respect to any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained disclosed to the Lender in writing, no litigation or made administrative proceedings before any court or governmental authority are presently ongoing, or have been threatened in writing, or to the best of Borrower’s knowledge are pending, against Borrower or any of its properties or assets or affecting any of their respective properties or assets which could have a material adverse effect on their respective business, properties or assets; (g) there has been no material adverse change (actual, contemplated or threatened) in the property, assets, business or operations of Borrower within the past twelve (12) months; (h) the information provided to the Lender by Borrower in connection herewith is complete and accurate in all material respects and omits no facts, the omission of which makes such information, or any particulars therein, misleading, misrepresentative or incorrect in any material respect; (i) Borrower has conducted and is conducting its businesses in material compliance with all applicable laws, bylaws, rules and regulations of each jurisdiction in which its businesses are now carried on and hold all licenses, registrations, permits, consents or qualifications (whether governmental, regulatory or otherwise) required in full force order to enable its businesses to be carried on as now conducted or as proposed to be conducted, and effectall such licenses, registrations, permits, consents and qualifications are valid and subsisting and in good standing and Borrower has not received any notice of proceedings relating to the revocation or modification of any such licenses, registrations, permits, consents or qualifications which, if the subject of an unfavourable decision, ruling or finding, would materially adversely affect the condition of such businesses, operations, condition (financial or otherwise) or income of Borrower; (j) neither the Internal Revenue Service nor any other taxation authority has asserted or, to its the best of Borrower’s knowledge, has threatened to assert any assessment, claim or liability for taxes due or to become due in connection with any review or examination of the tax returns of Borrower filed for any year which would have material adverse effect on the assets, properties, business, results of operations, prospects or condition (financial or otherwise) of Borrower; (k) Borrower is not a party to any material contract other than as disclosed to the Lender in writing; (l) Borrower has no permitdirect or indirect subsidiary corporations; (m) except as disclosed to the Lender in writing prior to the date of this Agreement, consentBorrower owns its business, approval, authorization or order ofoperations and assets, and no notice holds good title thereto, free and clear of all liens, claims or encumbrances whatsoever, except for Permitted Encumbrances; (n) all factual information previously or contemporaneously furnished to the Lender by or filing with, any Governmental Authority or third party is required on the part behalf of Borrower for purposes of or in its respect in connection with this Agreement or any transaction contemplated hereby, is true and accurate in every material respect and such information is not incomplete by the execution, delivery or performance by it omission of any Amendment Document or material fact necessary to consummate any make such information not misleading; (o) after giving effect to the transactions contemplated by the Amendment Documents.in this Agreement, Borrower is generally able to pay its debts as they come due; (dp) This Amendment isthe chief executive office, principal place of business and place where Borrower keeps its books and records is located at 0000 Xxxxxxx Xxxxx, Suite C, Carpinteria, CA 93013; (q) Borrower is a wholly owned subsidiary of NiMin and shall receive the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations benefit of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityFacility.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower ---------- ------------------------------------------ represents and warrants to Administrative Agent and each Lender that:the Bank as set forth below. (a) All representations The execution, delivery and warranties made performance by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents, and of the Credit Documents as amended thereby, to which it the Borrower is or is to be a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents and Credit Documents, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action and do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law) contravene the Borrower's charter documents or bylaws, (ii) violate any Governmental Rule, (iii) conflict with or result in the breach of, or constitute a default under, any Material Contract, loan agreement, indenture, mortgage, deed of trust or lease, or any other contract or instrument binding on or affecting the Borrower or any of its Organizational properties, the conflict, breach or default of which would be reasonably likely to have a materially adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or the ability of the Borrower to perform its obligations under any of the Credit Documents, as amended by the Amendment Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (civ) result in or require the creation or imposition of any Lien upon or with respect to any of its assets or the properties except as expressly contemplated or permitted of the Borrower, other than in favor of the Bank. (b) Except for the recording of the Deed of Trust Modification in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents Official Records of San Bernardino, Riverside and (y) such as have been obtained or made and are in full force and effect, to its knowledgeLos Angeles Counties, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party Action is required on for the part of or in its respect in connection with the due execution, delivery or performance by it the Borrower of any Amendment Document, or of any Credit Document or as amended thereby, to consummate any transactions contemplated by which the Borrower is a party. (c) Each of the Amendment Documents. (d) This Amendment is, and each of the other Amendment Credit Documents when duly executed and delivered will beas amended thereby, to which the Borrower is a party constitute legal, valid and binding obligations of itthe Borrower, enforceable against it the Borrower in accordance with their terms respective terms, except as such enforcement the enforceability thereof may be limited by bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws laws affecting creditors' rights generally. (d) Each of general application relating the Collateral Documents, as amended by the Amendment Documents, constitutes a valid and perfected first-priority Lien on the Collateral purported to be covered thereby, enforceable against all third parties in all jurisdictions, and secures the payment of all obligations of the Borrower under the Credit Documents, as amended by the Amendment Documents; and the execution, delivery and performance of the Amendment Documents do not adversely affect the Liens of the Collateral Documents. (e) The unaudited balance sheet of the Borrower as of June 30, 1997 and the related statements of income, retained earnings and cash flows of the Borrower for the 6-month period then ended, certified by the chief financial officer or chief accounting officer of the Borrower, fairly present the financial condition of the Borrower as of such date and the results of the operations of the Borrower for the 6-month period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis. Since June 30, 1997 there has been no materially adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower. The Borrower has no contingent liabilities, except as disclosed in such balance sheet or the notes thereto, that would be reasonably likely to have a materially adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower. (f) There is no pending or, to the enforcement knowledge of creditors ‘ rights and by general principles the Borrower, threatened action, suit, investigation, litigation or proceeding affecting the Borrower before any Governmental Person or arbitrator that purports to affect the legality, validity or enforceability of equityany Amendment Document or of any of the Credit Documents as amended thereby.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Fifth Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower Xxxxxxxx has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Fifth Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent Bank that as of the date of acceptance of this Agreement, the Note and/or the Loan Documents, as of the date of borrowing hereunder and each Lender thatat all times the Loan or any other Indebtedness are outstanding hereunder: (a) All representations If Borrower is a corporation, Borrower is duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as state of its incorporation; if such representations a partnership, Borrower is duly organized and warranties had been made as validly existing under the partnership agreement and the applicable laws of the time state in which the partnership is formed or exists or if a limited liability company, Borrower is duly organized and validly existing under the operating agreement and the applicable laws of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, state in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).the limited liability company is formed; (b) Borrower has duly taken all corporate action necessary the legal power and authority, to authorize own its properties and assets and to carry out its business as now being conducted; it is qualified to do business in every jurisdiction wherein such qualification is necessary, except where the execution failure to be so qualified would not have a material adverse effect on Borrower; it has the legal power and delivery by it of authority to execute and perform this Agreement, the Amendment Note and/or the Loan Documents to which it is a party borrow money in accordance with its terms, to execute and deliver this Agreement, the Note and the Loan Documents, and to authorize do any and all other things required of it hereunder; and this Agreement, the consummation Note and all the Loan Documents, when executed on behalf of Borrower by its duly authorized officers, partners or members, as the transactions contemplated thereby case may be, shall be its valid and the performance binding obligations legally enforceable in accordance with their terms, except as such enforceability may be limited by general principles of its obligations thereunder.equity and bankruptcy, insolvency, reorganization and moratorium and other similar laws relating to creditors' rights; (c) The execution execution, delivery and delivery performance of this Agreement, the Note and/or the Loan Documents and the borrowings hereunder and thereunder (i) have been duly authorized by Borrower all requisite corporate, partnership or company action; (ii) do not require governmental approval; (iii) will not result (with or without notice and/or the passage of time) in any conflict with or breach or violation of or default under, any provision of law, the Amendment Documents articles of incorporation, articles of organization, operating agreement, bylaws or partnership agreement of Borrower, any provision of any indenture, agreement or other instrument to which it Borrower is a party, the performance or by which it or any of its obligations under such Amendment Documents, properties or assets are bound; and the consummation of the transactions contemplated by such Amendment Documents, do not and (iv) will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration creation or imposition of any Indebtedness owed by itlien, charge or (c) result in or require the creation encumbrance of any Lien nature whatsoever upon any of its the properties or assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.Borrower; (d) This Amendment is, The balance sheet of Borrower as provided to Bank in connection herewith and the other Amendment Documents when duly executed and delivered will berelated statement of income of Borrower provided to Bank for the period ended March 31, legal2002, valid and binding obligations fairly present the financial condition of it, enforceable against it Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating generally accepted accounting principles ("GAAP") consistently applied; and from the date thereof to the enforcement date hereof, there has been no material adverse change in such condition or operations; and (e) There is not pending nor, to the best of creditors ‘ rights Borrower's knowledge, threatened, any litigation, proceeding or governmental investigation which could materially and by general principles of equityadversely affect its business or its ability to perform its obligations, pay the Indebtedness and/or comply with the covenants set forth herein and/or in the Note and/or the other Loan Documents.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent and each Lender that, as of the date hereof: (a) All representations Borrower is duly formed, validly existing and warranties made by Borrower in any Loan Document are true and correct good standing as a California corporation, qualified to do business in all material respects (without duplication jurisdictions in which the nature of any materiality qualifier contained therein) its business or its properties requires it to be qualified, maintains its principal place of business and chief executive office in Sausalito, California, and has full power to carry on its business as it is now being conducted and as of time to enter into, legally bind itself by, and perform its obligations under this Agreement and all of the effectiveness hereof as if such representations other Loan Documents to which it is a party, and warranties had been made as of the time of the effectiveness hereof (except Borrower has complied with all material statutory and other requirements relative to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).business carried on by it; (b) All consents, resolutions and authorizations necessary or advisable in order for Borrower has duly taken to enter into this Agreement and all corporate action necessary to authorize the execution and delivery by it of the Amendment other Loan Documents to which it is a party and to authorize borrow and repay the consummation Loan in accordance with the terms and conditions hereof have been obtained, no further consents or authorizations are necessary for the service and repayment of the transactions contemplated thereby Loan pursuant to the provisions hereof and of the Note and for the performance by Borrower of all of its obligations thereunder. (c) The execution and delivery by Borrower pursuant to the provisions of all of the Amendment Loan Documents to which it is a party; (c) This Agreement and the other Loan Documents (i) constitute valid and binding obligations of the respective parties thereto (other than Lender, the performance as to which Borrower makes no representation or warranty), enforceable in accordance with their terms, except as such enforceability may be limited by it of its obligations under such Amendment Documentsapplicable bankruptcy, insolvency or other laws affecting creditors' rights in general, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order ; (d) The execution and delivery of, and the performance of the provisions of, this Agreement and the Loan Documents, and of the transactions contemplated thereby and hereby, do not, to the best of Borrower's knowledge, contravene in any material respect any applicable law, regulation, decree, order, permit or contractual or other restriction now existing and binding on Borrower or on any of the properties of Borrower (including any of the Mortgaged Property), and the performance of the provisions of this Agreement and the Loan Documents all as in effect on the Closing Date, and of the transactions contemplated thereby and hereby will not, to the best of Borrower's knowledge, contravene in any material respect any applicable law, regulation, decree, order or permit currently in effect or contractual or other restriction now existing and binding on Borrower or on any of the properties of Borrower (including any of the Mortgaged Property); (e) There are no outstanding judgments against Borrower and, to the knowledge of Borrower, no action, claim, suit or proceeding is pending or threatened (including, but not limited to, tax liens or tax actions) against or affecting Borrower or any of the property of Borrower before any court, board of arbitration or administrative agency which would likely result in any material adverse change in the business or condition (financial or otherwise) of Borrower; (f) Borrower is not in default under any agreement to which it is a party or by which it may be bound, nor in default of any kind in respect of any financial commitment or obligation (including obligations under guarantees) which could have a material adverse effect on the ability of Borrower to perform its obligations under this Agreement or any other Loan Document, nor upon due inquiry is Borrower aware of a fact which by giving of notice to or filing withby lapse of time or otherwise might constitute such default by Borrower; (g) To the best of Borrower's knowledge, none of this Agreement, any Governmental Authority or third party is required on the part of or in its respect other Loan Document, any other document executed in connection with the executionforegoing documents or contemplated thereby nor any filing required or permitted hereunder or thereunder is subject to any registration tax, delivery any stamp duty or performance similar tax and to the extent the same is due then the same shall be paid by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.Borrower when due; (dh) This Amendment isNo security agreement, financing statement, equivalent security or lien instrument or continuation statement or other Lien, whether voluntary or involuntary, covering all or any part of the Collateral is on file or of record with any governmental agency or bureau or any political subdivision thereof or is otherwise in effect with respect to any of the Collateral, except such as may have been filed in connection with the Lien of Lender arising pursuant to the Security Agreements and such as may be satisfied, discharged and removed of record in connection with the funding of the Advances; (i) Borrower has furnished Lender with unaudited financial statements of Guarantor as of September 30, 1996; (j) No written information given by Borrower in relation to this Agreement or any other Loan Document contains any misstatement of fact or omits to state a fact which would be adverse to the interest of Lender or which would be necessary to make any statement or representation or warranty contained herein or therein not misleading; (k) There has occurred no event which, with the giving of notice or lapse of time or both, would constitute an Event of Default or Default hereunder or under any of the Loan Documents; (l) Borrower maintains its principal place of business and chief executive office, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application place where Borrower maintains records relating to the enforcement Collateral, at the address set out in Section 15 hereof; (m) Borrower does not do business under any assumed or trade name; (n) On the Closing Date and until the Loan is paid in full, Borrower will have good and marketable title to, and will be the sole legal owner of, all property in which Borrower has granted, or purported to have granted, to Lender a security interest pursuant to the Security Agreements, free and clear of creditors ‘ rights all liens, pledges, options, mortgages, claims, charges, encumbrances, security interests and use restrictions which materially and adversely affect the value and utility of the Collateral, except for Permitted Liens; (o) Borrower's United States taxpayer identification number is correctly set forth beneath Borrower's signature below; (p) The capital stock of Borrower consists of common stock of which 500 shares have been issued and are presently outstanding, all of which are held of record by general principles Guarantor; and (q) Borrower owns no asset or property other than the Collateral purported to be owned by Borrower, owes no debt other than the Obligations and the indebtedness of equityBorrower under the Purchase Agreements in effect on the Closing Date with ILFC, in a maximum principal amount of $1,830,538, and conducts no business other than the ownership of the Collateral and matters incidental thereto.

Representations and Warranties of Borrower. In order The Seller and Cloud Peak make the following representations and warranties to induce the Forbearing Parties as of each Lender to enter into this Amendment, Borrower represents of the date hereof and warrants to Administrative Agent and each Lender thatthe Effective Date: (a) All each of the representations and warranties made (other than (i) any representation and warranty which would not be true by Borrower virtue of the Specified Termination Event and Specified Breaches and (ii) with respect to Cloud Peak, the representation and warranty set forth in any Loan Section 2(f) of Exhibit III to the RPA) by the Seller and Cloud Peak set forth in the RPA and each other Transaction Document to which it is a party are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (respects, except to the extent that such representation or warranty was made as of a specific date, representations and warranties specifically refer to an earlier date in which case such representation or warranty they shall be have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific earlier date).; (b) Borrower other than the Specified Termination Event, no Termination Event has duly taken all corporate action necessary to authorize the execution occurred and delivery by it is continuing, and other than as a result of the Amendment Documents Specified Breaches, no Unmatured Termination Event has occurred and is continuing; (c) the execution, delivery and performance by the Seller and Cloud Peak of this Agreement and any other documents entered into in connection therewith are (i) within their powers, (ii) have been duly authorized by all necessary limited liability company action, respectively, (iii) do not contravene any provision of their operating agreements, (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority, (v) do not conflict with or result in a material breach or termination of, constitute a material default under or accelerate or permit the acceleration of any performance required by any material indenture, mortgage, deed of trust, lease, agreement or other instrument to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance or by which it or any of its obligations thereunder. property is bound, (cvi) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, creation or (c) result in or require the creation imposition of any Lien upon any of its assets or properties except as expressly contemplated or permitted property other than those in favor of the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents Administrator and (yvii) such as have been obtained do not require any material consent or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, approval of any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.other Person; and (d) This Amendment is, each of this Agreement and the any other Amendment Documents when duly executed and delivered will be, documents entered into in connection therewith constitutes a legal, valid and binding obligations obligation of it, the Seller and Cloud Peak enforceable against it them in accordance with their terms its terms, except as such enforcement may be to the extent limited by applicable bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally, and by general equitable principles of equity(whether considered in a proceeding in equity or at law).

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, The Borrower ---------- ------------------------------------------ represents and warrants to Administrative Agent and each Lender that:the Lenders as set forth below. (a) All representations The execution, delivery and warranties made performance by the Borrower in any of this Amendment and the Loan Document Documents, as amended hereby, are true and correct in within the Borrower's corporate powers, have been duly authorized by all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all necessary corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, ) contravene any Law, Requirement of Law or Contractual Obligation binding on or affecting the Borrower or (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation or imposition of any Lien upon or with respect to any of its assets the properties now owned or properties except as expressly contemplated hereafter acquired by the Borrower. (b) No authorization, approval or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained other action by, or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority governmental authority or third party regulatory body is required on for the part of or in its respect in connection with the due execution, delivery or performance by it the Borrower of this Amendment or any Amendment Document or to consummate any transactions contemplated by of the Amendment Loan Documents, as amended hereby. (dc) This Amendment is, and the other Amendment Documents when duly executed and delivered will beLoan Documents, as amended hereby, constitute legal, valid and binding obligations of it, the Borrower enforceable against it the Borrower in accordance with their terms respective terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws of general application relating to laws affecting the enforcement of creditors ‘ creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (d) There has been no amendment to the charter documents of equitythe Borrower on or after May 25, 1999. The representations and warranties contained in the Credit Agreement, each other Loan Document and each certificate or other writing delivered to the Lenders in connection with the Credit Agreement are correct on and as of the effective date of this Amendment in all material respects as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date. No Default has occurred and is continuing or would result from the effectiveness of this Amendment.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent and each Lender Lender, on the date of this Note, that: (a) All representations Borrower is a limited partnership duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the Laws of the effectiveness hereof as if such representations State of Delaware, with full power and warranties had been made as authority to enter into this Note and perform all of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).its obligations hereunder; (b) Borrower has duly taken all corporate action necessary to authorize the execution The execution, delivery and delivery performance of this Note by it of the Amendment Documents to which it is a party and to authorize Boxxxxxx xnd the consummation of the transactions contemplated thereby hereby have been duly and validly authorized by all requisite action by Boxxxxxx, and no other proceedings on the part of Borrower are necessary to authorize the execution, delivery or performance of this Note by Boxxxxxx. This Note has been duly and validly executed and delivered by Boxxxxxx, and this Note constitutes a valid and binding obligation of Borrower, enforceable against Borrower in accordance with its obligations thereunder.terms, except as limited by the Bankruptcy and Equity Exception; and (c) The No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Body or any other Person (other than the parties, their equity holders or their Affiliates) is required in connection with the execution and delivery by Borrower of the Amendment Documents to which it is a partythis Note, the performance by it of its Borrower’s obligations under such Amendment Documents, and hereunder or the consummation of the transactions contemplated by hereby, except where failure to obtain such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order ofaction, and no notice or to make such filing or filing withnotification, any Governmental Authority or third party is required on the part of would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Borrower to perform its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documentsobligations hereunder. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower --------- ------------------------------------------ represents and warrants to the Lenders and Administrative Agent and each Lender that:as set forth below. (a) All The execution, delivery and performance by Borrower of this Amendment and the Credit Agreement, as amended hereby, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval not heretofore obtained of any director, stockholder, security holder or creditor of Borrower, (ii) violate or conflict with any provision of Borrower's Articles of Incorporation, (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or leased or hereafter acquired by Borrower, (iv) violate any Laws applicable to Borrower or (v) result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other material agreement to which Borrower is a party or by which Borrower or any of its Property is bound or affected. (b) No authorization, consent, approval, order license or permit from, or filing, registration or qualification with, any Governmental Authority is or will be required to authorize or permit under applicable Law the execution, delivery and performance by Borrower of this Amendment and the Credit Agreement, as amended hereby. (c) Each of this Amendment and the Credit Agreement, as amended hereby, has been duly executed and delivered by Borrower and constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforcement may be limited by Debtor Relief Laws or equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion. (d) The representations and warranties made by of Borrower contained in any Loan Document Section 8 of the Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as though made on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof Effective Date (except to the extent that such representation or warranty was made as of a specific representations and warranties expressly refer to an earlier date, in which case such representation or warranty shall be they are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific earlier date). (be) Borrower has duly taken all corporate action necessary to authorize No Default or Event of Default exists or would result from the execution and delivery by it effectiveness of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunderthis Amendment. (cf) The execution Borrower agrees to perform such acts and delivery by Borrower of the Amendment Documents to which it is a partyduly authorize, the performance by it of its obligations under such Amendment Documentsexecute, acknowledge, deliver, file, and the consummation of the transactions contemplated by record such Amendment Documentsadditional documents and certificates as Administrative Agent may reasonably request in order to create, do not and will not (a) conflict withperfect, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order ofpreserve, and no notice to or filing withprotect those guaranties, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment isassurances, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityLiens.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Fourth Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower Bxxxxxxx has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Fourth Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender thatas follows: (a) All representations Borrower (i) is a corporation duly organized, validly existing and warranties made by Borrower in any Loan Document are true good standing under the laws of the jurisdiction of its incorporation, (ii) is duly qualified and correct in good standing in each other jurisdiction in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not have a Material Adverse Effect and (iii) has all material respects requisite power and authority (including, without duplication of any materiality qualifier contained thereinlimitation, all governmental licenses, permits and other approvals) to own the Mortgage Loans and to carry on its business as now conducted and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except proposed to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)conducted. (b) The execution, delivery and performance by Borrower has duly taken all corporate action necessary to authorize the execution of this Agreement and delivery by it of the Amendment Documents each other Loan Document to which it is a party and or is to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is be a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated hereby, are within Borrower's corporate powers, have been duly authorized by such Amendment Documentsall necessary corporate action, and do not and will not (a) conflict with, violate or result in a breach of any provision of (i)) contravene Borrower's certificate of incorporation, to its knowledge, any Lawmemorandum of association or by-laws, (ii) its Organizational Documents, violate any applicable Law or (iii) any material agreement, judgment, license, order governmental regulation or permit applicable to or binding upon itBorrower, (biii) conflict with or result in the acceleration of any Indebtedness owed by itbreach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting Borrower (civ) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of its assets the properties of Borrower. Borrower is not in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or properties except as expressly contemplated award or permitted in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the Loan Documents. Except violation or breach of which is reasonably likely to have a Material Adverse Effect. (xc) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, No authorization or order ofapproval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required on for (i) the part of or in its respect in connection with the due execution, delivery delivery, recordation, filing or performance by Borrower of this Agreement or any other Loan Document to which it is or is to be a party, or for the consummation of any Amendment Document or to consummate any the transactions contemplated hereby, (ii) the grant by Borrower of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created by the Amendment Collateral Documents (including the first priority nature thereof), other than registration with the Registrar of Companies of Bermuda or (iv) the exercise by Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, other than compliance with certain registration formalities in Canada. (d) This Amendment is, Agreement and the each other Amendment Documents when Loan Document has been duly executed and delivered will be, by Borrower. This Agreement and each other Loan Document to which Borrower is a party are the legal, valid and binding obligations obligation of itBorrower, enforceable against it Borrower in accordance with their its terms except as such enforcement may be limited by bankruptcy, insolvency or other similar Laws of general application relating to laws affecting the enforcement rights of creditors ‘ rights and by general principles generally. (e) There is no action, suit, investigation, litigation or proceeding affecting Borrower or any of equityits Subsidiaries, including any Environmental Action, pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent that as of the date hereof and as of the date of execution of each Lender that: Note: (a) All representations the address stated above is the chief place of business and warranties made by chief executive office of Borrower, Borrower’s full and accurate legal name is as stated above and the information describing Borrower in any Loan Document are true and correct set forth under Borrower’s signature below is accurate in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). respects; (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby either (i) an individual and the performance sole proprietor of its obligations thereunder. (c) The execution business which is located at the address set forth above and delivery by Borrower of doing business only under the Amendment Documents to which it is a partynames disclosed herein, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) a limited liability company or corporation duly organized and validly existing in good standing under the laws of the state of its Organizational Documentsorganization or incorporation, or (iii) any material agreementa general or limited partnership organized under the laws of the state of its principal place of business set forth in this Agreement and the individual general partner executing this Agreement has the full authority to represent, judgment, license, order or permit applicable to or binding upon it, (b) result sign for and bind Borrower in the acceleration of any Indebtedness owed by it, or all respects; (c) the execution, delivery and performance of this Agreement, each Note, each Collateral Schedule and all related instruments and documents (i) have been duly authorized by all necessary action on the part of Borrower, (ii) do not require the approval of any stockholder, partner, manager, trustee, or holder of any obligations of Borrower except such as have been duly obtained, and (iii) do not contravene any law, governmental rule, regulation or order binding on or applicable to Borrower, or contravene the operating agreement, charter or by-laws of Borrower, or constitute a default under, or result in or require the creation of any Lien lien or encumbrance upon the property of Borrower under, any of indenture, mortgage, contract or other agreement to which Borrower is a party or by which it or its assets or properties except as expressly contemplated or permitted in property is bound; (d) the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, entered into constitute legal, valid and binding obligations of it, Borrower enforceable against it Borrower in accordance with their terms except terms; (e) there are no actions or proceedings to which Borrower is a party, and there are no threatened actions or proceedings of which Borrower has knowledge, before any governmental authority which, either individually or in the aggregate, would adversely affect the financial condition of Borrower or the ability of Borrower to perform its obligations hereunder; (f) Borrower is not in default under any obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any agreement which, either individually or in the aggregate, would adversely affect the financial condition of Borrower or the ability of Borrower to perform its obligations hereunder; (g) the financial statements of Borrower (copies of which have been furnished to KEF) have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present Borrower’s financial condition and the results of its operations as of the date of and for the period covered by such enforcement may be limited by bankruptcystatements, insolvency and since the date of such statements there has been no material adverse change in such conditions or similar Laws operations, (h) the Equipment is, and shall at all times remain, fully removable personal property notwithstanding any affixation or attachment to real property or improvements, (i) Borrower is, and will continue to be, the sole owner of general application relating the Collateral and shall at all times keep the Collateral free and clear from all liens and encumbrances of any kind or nature other than those created by, through or under KEF, (j) it has good, valid and marketable title to the enforcement Collateral, (k) the security interest in the Collateral granted to KEF hereunder, when properly perfected by filing, shall constitute a valid and perfected first priority security interest in the Collateral; (l) the loan is for commercial and business purposes and the Collateral will be used solely for such purposes and not for personal, family, or household purposes, (m) the Collateral is not subject to, and Borrower will not grant or permit to exist, any liens or claims on or against the Collateral whether senior, superior, junior, subordinate or equal to the security interest granted to KEF hereby, or otherwise, (n) neither the Borrower nor, to the Borrower’s knowledge, any director, officer, agent, employee or affiliate of creditors ‘ rights the Borrower is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and (o) the Borrower will not directly or indirectly use the proceeds of the Agreement, or lend, contribute or otherwise make available such proceeds to any affiliate or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by general principles of equityOFAC.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent and each Lender thatthat as of the date of this Agreement: (a) All representations This Loan Agreement has been validly executed, is now binding on Borrower and warranties made by is in full force and effect, and that Borrower in any Loan Document are true and correct in has faithfully performed all material respects (without duplication of any materiality qualifier contained therein) on and as of time of its obligations hereunder to the effectiveness hereof as if such representations and warranties had been made extent accrued as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).date hereof; (b) Borrower has been duly formed and is validly existing and in good standing as a limited liability company under the laws of the State of Maryland and has the right, power and lawful authority to enter into this Agreement and the Loan Documents and to consummate the transactions contemplated hereby; (c) Borrower has duly executed and delivered this Agreement, and all necessary action has been taken all corporate action necessary by Borrower to authorize the execution and delivery by it thereof, and of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder.other Loan Documents; (cd) The execution and delivery by Borrower performance of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, this Agreement and the consummation of the transactions hereby contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in any breach of, or constitute a breach of any provision of (i), to its knowledgedefault under, any Lawmortgage, (ii) its Organizational Documentslease, bank loan or credit agreement, trust indenture, or other instrument to which Borrower is a party or by which Borrower may be bound or affected; and (iiie) any material agreementThere are no actions, judgment, license, order suits or permit applicable to proceedings pending or binding upon it, (b) result in threatened against or affecting Borrower which may involve or affect the acceleration validity or enforceability of any Indebtedness owed by it, this Agreement or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated , at law or in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order ofequity, and no notice Borrower is not in default with respect to any order, writ, injunction, decree or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it demand of any Amendment Document court or to consummate any transactions contemplated by governmental authority which may involve or affect the Amendment validity or enforceability of this Agreement or any of the Loan Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equity.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and ------------------------------------------ warrants to Administrative Agent and each Lender thatas follows: (a) All representations Borrower is a limited liability company organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations jurisdiction indicated at the beginning of this Amendment and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, all other jurisdictions in which case such representation or warranty shall the failure to be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).so qualified reasonably could be expected to constitute a Material Adverse Change; (b) Borrower has duly taken all corporate action necessary to authorize the execution The execution, delivery, and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of this Amendment and the Amendment Loan Documents to which it is a party, the performance as amended hereby, are within Borrower's limited liability company powers, have been duly authorized by it of its obligations under such Amendment Documents, all necessary limited liability company action and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (ai) violate any provision of federal, state, or local law or regulation applicable to Borrower, the Governing Documents of Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on Borrower, (ii) conflict with, violate or result in a breach of, or constitute (with due notice or lapse of time or both) a default under any provision material contractual obligation of (i), to its knowledge, any LawBorrower, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of its assets Borrower, other than Permitted Liens, or properties except as expressly contemplated (iv) require any approval of Borrower's members or permitted in any approval or consent of any Person under any material contractual obligation of Borrower; (c) The execution, delivery, and performance by Borrower of this Amendment and the Loan Documents. Except (x) Documents to which it is a party, as expressly contemplated in the Amendment Documents amended hereby, do not and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permitwill not require any registration with, consent, approval, authorization or order approval of, and no or notice to to, or filing withother action with or by, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.other Person; (d) This Amendment isand each other Loan Document to which Borrower is a party, and the all other Amendment Documents documents contemplated hereby and thereby, when duly executed and delivered by Borrower will be, legal, be the legally valid and binding obligations of itBorrower, enforceable against it Borrower in accordance with their terms respective terms, except as such enforcement may be limited by equitable principles or by bankruptcy, insolvency insolvency, reorganization, moratorium, or similar Laws of general application laws relating to the enforcement or limiting creditors' rights generally; and (e) After giving effect to this Amendment, no Default or Event of creditors ‘ rights and by general principles of equityDefault is existing.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Lender and Escrow Agent and each Lender on the Closing Date that: (a) All representations and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication No consent of any materiality qualifier contained therein) on other person or entity and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consentauthorization, approval, authorization or order ofother action by, and no notice to or filing with, any Governmental Authority governmental authority or third party regulatory body is required on (i) for the part pledge by Borrower of the Collateral pursuant to the Bond Loan Agreement or in its respect in connection with any other Loan Document or for the execution, delivery or performance of this Agreement by it Borrower, (ii) for the perfection or maintenance of the security interest created pursuant to the Bond Loan Agreement or any other Loan Document (including the first priority nature of such security interest) other than the filing of any Amendment Document financing statement as may be required by the UCC, or (iii) for the exercise by Escrow Agent of the rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to consummate any this Agreement; there are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (b) Neither the execution nor delivery of this Agreement nor the performance by Borrower of its obligations under this Agreement, nor the consummation of the transactions contemplated by this Agreement, will (i) conflict with any provision of the Amendment Documentsorganizational document of Borrower; (ii) conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right to terminate, amend, modify, abandon or accelerate, any contract, agreement, promissory note, lease, indenture, instrument or license to which Borrower is a party or by which Borrower’s assets or properties may be bound or affected; (iii) violate or conflict with any federal, state or local law, statute, ordinance, rule, regulation, order, judgment, decree or arbitration award which is either applicable to, binding upon or enforceable against Borrower; (iv) result in or require the creation or impound of any liens, security interests, options or other charges or encumbrances (“Liens”) upon or with respect to the Accounts, other than Liens in favor of Lender created pursuant to the Bond Loan Agreement or any other Loan Document; (v) violate any legally protected right of any individual or entity or give to any individual or entity a right or claim against Borrower; or (vi) require the consent, approval, order or authorization of, or the registration, declaration or filing (except to the extent that the filing of Financing Statements may be applicable the Bond Loan Agreement or any other Loan Document) with, any federal, state or local government entity. (c) Borrower is the sole legal and beneficial owner of, and has good and marketable title to (and has full right and authority to pledge and assign), the Accounts, free and clear of all Liens (other than Liens in favor of Lender with respect to the Pledged Accounts), all fiduciary obligations of any kind and any adverse claim of title thereto and the Accounts are not subject to any offset, right of redemption, defense or counterclaim of a third party (except those of Escrow Agent with respect to the amounts due Escrow Agent under this Agreement as the result of any checks, ACH entries, wire transfers, merchant card transactions, or other paper or electronic items which were deposited or credited to the Accounts that are returned, reversed, refunded, adjusted or charged back for insufficient funds or for any other reason (“Returned Items”) including any account overdrafts (“Overdrafts”)). If there are insufficient funds in the Accounts to cover Returned Items and Overdrafts, Borrower agrees to immediately reimburse Escrow Agent for the amount of such shortfall. (d) This Amendment The security interest of Lender in the Pledged Accounts as granted in the Bond Loan Agreement or the other Loan Documents is, and the other Amendment Documents or when duly executed and delivered it attaches will be, legala first, valid prior and binding obligations perfected security interest. (e) Borrower’s exact legal name is set forth in the first paragraph of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws this Agreement. Borrower is a [CORPORATE ENTITY] and the state of general application relating to the enforcement of creditors ‘ rights and by general principles of equityits [FORMATION TYPE] is [STATE].

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent Bank that as of the date of acceptance of this Agreement, the Note and/or the Loan Documents, as of the date of borrowing hereunder and each Lender thatat all times the Loan or any other Indebtedness are outstanding hereunder: (a) All representations Borrower is duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as if such representations and warranties had been made as State of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).Delaware; (b) Borrower has duly taken all corporate action necessary the legal power and authority to authorize the execution own its properties and delivery by it of the Amendment Documents assets and to which carry out its business as now being conducted; it is qualified to do business in every jurisdiction except where the failure to be so qualified would not reasonably be expected to have a party Material Adverse Effect; it has the legal power and authority to authorize execute and perform this Agreement, the consummation of Note and/or the transactions contemplated thereby Loan Documents, to borrow money in accordance with its terms, to execute and deliver this Agreement, the Note and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Loan Documents, and to do any and all other things required of it hereunder; and this Agreement, the consummation of the transactions contemplated by such Amendment Documents, do not Note and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in all the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to when executed on behalf of Borrower by its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in duly authorized officers shall be its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, legally enforceable against it in accordance with their terms terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency or insolvency, and similar Laws of general application relating to laws and equitable principles affecting the enforcement of creditors ‘ creditors' rights generally; (c) The execution, delivery and performance of this Agreement, the Note and/or the Loan Documents and the borrowings hereunder and thereunder (i) have been duly authorized by general all requisite corporate, partnership or company action; (ii) do not require governmental approval; (iii) will not result (with or without notice and/or the passage of time) in any conflict with or breach or violation of or default under, any provision of law, the articles of incorporation, articles of organization, operating agreement, bylaws or partnership agreement of Borrower, any provision of any indenture, agreement or other instrument to which Borrower is a party, or by which it or any of its properties or assets are bound; and (iv) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of Borrower except in favor of Bank; (d) The consolidated balance sheet of Borrower and its subsidiaries as provided to Bank in connection herewith as of March 31, 2002, and the related consolidated statement of income of Borrower and its subsidiaries provided to Bank for the three (3) month period ended March 31, 2002, fairly present the financial condition of Borrower and its subsidiaries in accordance with generally accepted accounting principles ("GAAP") consistently applied; and from the date thereof to the date hereof, there has been no material adverse change in such condition or operations; and (e) There is not pending nor, to the best of equityBorrower's knowledge, threatened, any litigation, proceeding or governmental investigation which could materially and adversely affect its business or its ability to perform its obligations, pay the Indebtedness and/or comply with the covenants set forth herein and/or in the Note and/or the other Loan Documents.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Article V of the Original Credit Agreement and the other Loan Document Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof as if such representations and warranties had have been made as of the time of the effectiveness hereof (date hereof, except to the extent that such representation representations or warranty was warranties were made as of a specific datedate or updated, modified or supplemented as of a subsequent date with the consent of Required Lenders and Administrative Agent, in which case such representation or warranty representations and warranties shall be have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) as on and of such specific date). (b) Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the this Amendment Documents to which it is a party and to authorize the consummation performance of the transactions contemplated thereby and the performance obligations of its obligations thereunderBorrower hereunder. (ca) The execution and delivery by Borrower of the Amendment Documents to which it is a partythis Amendment, the performance by it Borrower of its obligations under such Amendment Documents, hereunder and the consummation of the transactions contemplated by such Amendment Documents, hereby do not and will not (a) conflict with, violate or result in a breach of any provision of with (i), to its knowledge, ) any Law, (ii) its the Organizational DocumentsDocuments of Borrower, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itBorrower in any material respect, (b) result in the acceleration of any Indebtedness owed by itBorrower, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsof Borrower. Except (x) as expressly contemplated in the Amendment Documents and (y) such as for those which have been obtained or made and are in full force and effect, to its knowledgeobtained, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it Borrower of any this Amendment Document or to consummate any transactions contemplated by the Amendment Documentshereby. (db) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each of this Amendment and the Credit Agreement will be, legal, valid be a legal and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general equitable principles of equitygeneral application. (c) The most recent financial statements of Borrower delivered to Lenders pursuant to Section 6.2(a) and (b) of the Credit Agreement fairly present Borrower’s financial position as of the respective dates thereof. Copies of such financial statements have heretofore been delivered to each Lender. Since such date no Material Adverse Change has occurred in the financial condition or businesses or in the Consolidated financial condition or businesses of Borrower.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower any Restricted Person in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). (b) Borrower Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower the various Restricted Persons of the Amendment Documents to which it each is a party, the performance by it each of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such the various Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, ) any LawLaw in any material respect, (ii) its the Organizational DocumentsDocuments of any Restricted Person, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon itany Restricted Person, (b) result in the acceleration of any Indebtedness owed by itany Restricted Person, or (c) result in or require the creation of any Lien upon any of its assets or properties of any Restricted Person except as expressly contemplated or permitted in the Loan Documents. Except (xi) as expressly contemplated in the Amendment Loan Documents and (yii) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect of a Restricted Person in connection with the execution, delivery or performance by it any Restricted Person of any Amendment Document to which it is a party or to consummate any transactions contemplated by the Amendment Documentsthereby. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of iteach Restricted Person that is a party hereto or thereto, enforceable against it such Restricted Person in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and conveyance or similar Laws of general application relating to the enforcement of creditors ‘ creditors’ rights and by general principles of equity. (e) The audited annual Consolidated financial statements of Borrower dated as of December 31, 2013 fairly present, in all material respects, Borrower’s Consolidated financial position at the date(s) thereof and the Consolidated results of Borrower’s operations and Borrower’s Consolidated cash flows for the period(s) thereof. Since the date of such audited annual Consolidated financial statements no Material Adverse Change has occurred, except as reflected in Section 5.6 of the Disclosure Schedule. All such financial statements were prepared in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes in the case of any unaudited financial statements.

Representations and Warranties of Borrower. In order As a condition to induce each and as an inducement to the Lender to enter into this Amendmentmake the Amended Loan hereunder, Borrower represents hereby represents, warrants and warrants certifies to Administrative Agent the Lender that as of the date hereof, for so long as any portion of the Amended Loan, or any accrued interest thereon, is outstanding and not paid to Lender in full and for so long as any of Borrower's obligations under any of the Loan Documents have not been satisfied, each Lender that: (a) All representations of the following statements is and warranties made by Borrower in any Loan Document are will remain true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).respects: (b) Borrower has duly taken all corporate action necessary to authorize the 1. The execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby Loan Documents, and the performance by the Borrower of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) be in conflict with, violate or constitute (with or without the passage of time or giving of notice) a breach or default under, or require any consent or waiver (other than any consents or waivers that have been obtained), or result in a breach the creation of any mortgage, pledge, lien, encumbrance or charge upon the assets of the Borrower under (i) any provision of (i), to its knowledge, any Lawthe articles of incorporation or bylaws of the Borrower as in effect on the date hereof, (ii) its Organizational Documentsany instrument, mortgage, deed of trust, contract or agreement to which the Borrower is a party or by which it is bound, or (iii) any material agreement, judgment, licensedecree or order of a court, order tribunal or permit applicable to or binding upon it, (b) result in governmental authority by which the acceleration Borrower is bound. 2. Each of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in Documents to which Borrower is a party has been duly authorized and validly executed by the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, Borrower pursuant to its knowledge, no permit, consent, approval, authorization or order ofall requisite corporate action of the Borrower, and no notice to or filing with, any Governmental Authority or third party is required on and will remain the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations obligation of itthe Borrower, enforceable against it the Borrower in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors ‘ rights and by general principles of equityits terms.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Each Borrower represents and warrants to Administrative Agent and each the Lender thatas follows: (a) All representations the Borrower is a duly organized and warranties made by Borrower in any Loan Document are true and correct validly existing corporation, up-to-date in all material respects (without duplication of filings required by any materiality qualifier contained therein) jurisdiction in which it is registered to do business; the Borrower has the power to own its property, to carry on its respective business as now being conducted, to borrow monies and as of time to grant security therefor; the Borrower is duly qualified and registered to engage in its respective business and is in good standing in each of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, jurisdictions in which case the properties owned by it or the transaction of its business makes such representation or warranty shall be true qualification and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).registration necessary; (b) the Borrower has duly taken all corporate action necessary full right, power and authority to authorize execute and deliver this Agreement and the execution and delivery by it of the Amendment other Loan Documents to which it is a party and to authorize perform its obligations thereunder, and the consummation execution and delivery of this Agreement (including the transactions contemplated thereby borrowing hereunder) and the other Loan Documents to which it is a party and the performance of its obligations thereunder.thereunder have been duly authorized by all necessary action on its part including the authorization of its directors; (c) The execution this Agreement and delivery by Borrower of the Amendment other present Loan Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as party have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, and constitute legal, valid and binding obligations of it, the Borrower enforceable against it the Borrower in accordance with their terms except as such enforcement the foregoing may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws laws affecting enforceability of general application relating to creditors’ rights generally and the enforcement of creditors ‘ rights and by general principles of equity.; (d) the execution of, delivery of, and performance by the Borrower of all of its obligations under, this Agreement and the other Loan Documents to which it is a party and the borrowing and the granting of security hereunder and thereunder will not: (i) violate any provision of law, any rule, regulation or order of any Governmental Authority, or the constating documents or by-laws of the Borrower; (ii) violate, be in conflict with, result in a breach of or constitute a default under any mortgage, indenture, contract, undertaking or other agreement to which the Borrower is a party or by which it is bound or which is binding upon any of its properties, assets or revenues; or (iii) result in the creation or imposition of any security interest, lien, charge or other encumbrance of any nature whatsoever upon any of the Assets, except as provided in this Agreement or any Security Document to which it is a party; (e) no authorization, consent, permit or approval of, exemption from, declaration or qualification with or giving notice to or other action by, or filing with or notice to, any Person (including without limitation any Governmental Authority) is required to permit the Borrower in connection with the execution and delivery of this Agreement or any other Loan Documents to which it is a party or the performance of its obligations thereunder, other than the giving of notice to the TSX of the Agreement and other Loan Documents and the Borrower agrees to promptly, and in any event within one business day of execution of this Agreement file such notice in accordance with the TSX rules; (f) there are no actions, suits, claims or proceedings pending or, to the knowledge of the Borrower, threatened against or affecting it before any court or by or before any other Governmental Authority which, if adversely determined, would have a material adverse effect on the Borrower’s financial condition or business or the Assets and there exists no default by it with respect to any order, writ, injunction, decree or demand of any court or other Governmental Authority; (g) each Credit Party complies with the Applicable Laws applicable to itself and its Assets, at all time; (h) no Event of Default has occurred and is continuing; (i) each Security Document has set out the true and complete name of each Credit Party thereto; (j) each Credit Party has no Indebtedness owing to any Person other than the Existing Loans; (k) the outstanding balance of the Existing Xxxxx Loan is US$579,875 plus US$14,497 accrued interest; (l) the outstanding balance of the Existing Xxxxxxx Resources Loan is US$50,000, plus US$1,250 accrued interest; (m) the outstanding balance of the Existing Kudu Loan is US$575,000, plus US$14,375 accrued interest;

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent that as of the date hereof and as of the date of execution of each Lender that: Note: (a) All representations the address stated above is the chief place of business and warranties made by chief executive office of Borrower, Borrower’s full and accurate legal name is as stated above and the information describing Borrower in any Loan Document are true and correct set forth under Borrower’s signature below is accurate in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date). respects; (b) Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby either (i) an individual and the performance sole proprietor of its obligations thereunder. (c) The execution business which is located at the address set forth above and delivery by Borrower of doing business only under the Amendment Documents to which it is a partynames disclosed herein, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) a limited liability company or corporation duly organized and validly existing in good standing under the laws of the state of its Organizational Documentsorganization or incorporation, or (iii) any material agreementa general or limited partnership organized under the laws of the state of its principal place of business set forth in this Agreement and the individual general partner executing this Agreement has the full authority to represent, judgment, license, order or permit applicable to or binding upon it, (b) result sign for and bind Borrower in the acceleration of any Indebtedness owed by it, or all respects; (c) the execution, delivery and performance of this Agreement, each Note, each Collateral Schedule and all related instruments and documents (i) have been duly authorized by all necessary action on the part of Borrower, (ii) do not require the approval of any stockholder, partner, manager, trustee, or holder of any obligations of Borrower except such as have been duly obtained, and (iii) do not contravene any law, governmental rule, regulation or order binding on or applicable to Borrower, or contravene the operating agreement, charter or by-laws of Borrower, or constitute a default under, or result in or require the creation of any Lien lien or encumbrance upon the property of Borrower under, any of indenture, mortgage, contract or other agreement to which Borrower is a party or by which it or its assets or properties except as expressly contemplated or permitted in property is bound; (d) the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, entered into constitute legal, valid and binding obligations of it, Borrower enforceable against it Borrower in accordance with their terms except as such enforcement to the extent that enforceability may be limited by applicable bankruptcy, insolvency insolvency, moratorium, reorganization or other similar Laws of general application relating to laws affecting the enforcement of creditors ‘ creditors’ rights or by the effect of general equitable principles; (e) there are no actions or proceedings to which Borrower is a party, and there are no threatened actions or proceedings of which Borrower has knowledge, before any governmental authority which, either individually or in the aggregate, would materially adversely affect the financial condition of Borrower or the ability of Borrower to perform its obligations hereunder; (f) Borrower is not in default under any obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any agreement which, either individually or in the aggregate, would materially adversely affect the financial condition of Borrower or the ability of Borrower to perform its obligations hereunder; (g) the financial statements of Borrower (copies of which have been furnished to KEF) have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present Borrower’s financial condition and the results of its operations as of the date of and for the period covered by general principles such statements, and since the date of equitysuch statements there has been no material adverse change in such conditions or operations, (h) the Equipment is, and shall at all times remain, fully removable personal property notwithstanding any affixation or attachment to real property or improvements, (i) Borrower is, and will continue to be, the sole owner of the Collateral and shall at all times keep the Collateral free and clear from all liens and encumbrances of any kind or nature other than ordinary course statutory liens and those created by, through or under KEF, (j) it has good, valid and marketable title to the Collateral, (k) the security interest in the Collateral granted to KEF hereunder, to be perfected as set forth in Section 5 hereof (or, with respect to Collateral that is not evidenced by a certificate of title, upon filing of an appropriate UCC financing statement), shall constitute a valid and perfected first priority security interest in the Collateral; (l) the loan is for commercial and business purposes and the Collateral will be used solely for such purposes and not for personal, family, or household purposes; (m) the Collateral is not subject to, and Borrower will not grant or permit to exist, any liens (other than ordinary course statutory liens) or claims on or against the Collateral whether senior, superior, junior, subordinate or equal to the security interest granted to KEF hereby, or otherwise (except as may be expressly provided in the Loan Documents); and (n) Borrower is a wholly owned subsidiary (directly or indirectly) of Universal Truckload Services, Inc., a Michigan corporation.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent Bank that as of the date of acceptance of this Agreement, the Note and/or the Loan Documents, as of the date of borrowing hereunder and each Lender thatat all times the Loan or any other Indebtedness are outstanding hereunder: (a) All representations If Borrower is a corporation, Borrower is duly organized, validly existing and warranties made by Borrower in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time good standing under the laws of the effectiveness hereof as state of its incorporation; if such representations a partnership, Borrower is duly organized and warranties had been made as validly existing under the partnership agreement and the applicable laws of the time state in which the partnership is formed or exists or if a limited liability company, Borrower is duly organized and validly existing under the operating agreement and the applicable laws of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, state in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).the limited liability company is formed; (b) Borrower has duly taken all corporate action necessary the legal power and authority, to authorize own its properties and assets and to carry out its business as now being conducted; it is qualified to do business in every jurisdiction wherein such qualification is necessary; it has the execution legal power and delivery by it of authority to execute and perform this Agreement, the Amendment Note and/or the Loan Documents to which it is a party borrow money in accordance with its terms, to execute and deliver this Agreement, the Note and the Loan Documents, and to authorize do any and all other things required of it hereunder; and this Agreement, the consummation Note and all the Loan Documents, when executed on behalf of Borrower by its duly authorized officers, partners or members, as the transactions contemplated thereby case may be, shall be its valid and the performance of its binding obligations thereunder.legally enforceable in accordance with their terms; (c) The execution execution, delivery and delivery performance of this Agreement, the Note and/or the Loan Documents and the borrowings hereunder and thereunder (i) have been duly authorized by Borrower all requisite corporate, partnership or company action; (ii) do not require governmental approval; (iii) will not result (with or without notice and/or the passage of time) in any conflict with or breach or violation of or default under, any provision of law, the Amendment Documents articles of incorporation, articles of organization, operating agreement, bylaws or partnership agreement of Borrower, any provision of any indenture, agreement or other instrument to which it Borrower is a party, the performance or by which it or any of its obligations under such Amendment Documents, properties or assets are bound; and the consummation of the transactions contemplated by such Amendment Documents, do not and (iv) will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration creation or imposition of any Indebtedness owed by itlien, charge or (c) result in or require the creation encumbrance of any Lien nature whatsoever upon any of its the properties or assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.Borrower; (d) This Amendment is, The balance sheet of Borrower as provided to Bank in connection herewith and the other Amendment Documents when duly executed and delivered will berelated statement of income of Borrower provided to Bank for the period ended N/A, legal, valid and binding obligations fairly present the financial condition of it, enforceable against it Borrower in accordance with their terms generally accepted accounting principles ("GAAP") consistently applied; and from the date thereof to the date hereof, there has been no material adverse change in such condition or operations; and (e) There is not pending nor, to the best of Borrower's knowledge, threatened, any litigation, proceeding or governmental investigation which could materially and adversely affect its business or its ability to perform its obligations, pay the Indebtedness and/or comply with the covenants set forth herein and/or in the Note and/or the other Loan Documents; except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to disclosed in the enforcement of creditors ‘ rights company's filings with the Securities and by general principles of equityExchange Commission.

Representations and Warranties of Borrower. In order to induce each Lender Agent and Lenders to enter into this Amendment, Borrower represents and warrants as of the date on which this Amendment becomes effective to Administrative Agent and each Lender that: (a) All The representations and warranties made by Borrower contained in any Loan Document Article V of the of the Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on at and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)hereof. (b) Each Restricted Person is duly authorized to execute and deliver each Loan Document to which it is a party and Borrower is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents each Loan Document to which it is a party and to authorize the consummation performance of the transactions contemplated thereby obligations of it hereunder and the performance of its obligations thereunder. (c) The execution and delivery by Borrower each Restricted Person of the Amendment Loan Documents to which it is a party, the performance by it each Restricted Person of its obligations under such Amendment Documentshereunder and thereunder, and the consummation of the transactions contemplated by such Amendment Documents, hereby and thereby do not and will not (a) conflict with, violate or result in a breach of with any provision of (i)law, to its knowledgestatute, rule or regulation or of the articles of incorporation and bylaws of any Law, (ii) its Organizational DocumentsRestricted Person, or (iii) of any material agreement, judgment, license, order or permit applicable to or binding upon itany Restricted Person, (b) or result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien lien, charge or encumbrance upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsof any Restricted Person. Except (x) as expressly contemplated in the Amendment Documents and (y) such as for those which have been obtained or made and are in full force and effect, to its knowledgeduly obtained, no permit, consent, approval, authorization or order of, and no notice to of any court or filing with, any Governmental Authority governmental authority or third party is required on the part of or in its respect in connection with the executionexecution and delivery by any Restricted Person of the Loan Documents to which it is a party, delivery or performance by it of any Amendment Document or to consummate any the transactions contemplated by the Amendment Documentshereby and thereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each of this Amendment and each Loan Document (as amended or affected by this by the Amendment) will be, legal, valid be a legal and binding obligations instrument and agreement of iteach Restricted Person that is a party thereto, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or and similar Laws of general application relating laws applying to the enforcement of creditors ‘ creditors' rights generally and by general principles of equityequity applying to creditors' rights generally. (e) The audited annual financial statements of Borrower dated as of March 31, 2002 and the unaudited quarterly financial statements of Borrower dated as September 30, 2002 fairly present the financial position at such dates and the statement of operations and the changes in financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since March 31, 2002, no material adverse change has occurred in the financial condition or businesses of Borrower.

Representations and Warranties of Borrower. In order to induce each Lender Bank One to enter into this Amendment, Borrower represents and warrants as to Administrative Agent itself and each Lender Related Person, to Bank One that: (a) All The representations and warranties made by Borrower contained in any Loan Document Section 5.1 of the Original Agreement, are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on at and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that the facts upon which such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true representations are based have been changed by transactions and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)events expressly permitted by the Credit Agreement. (b) Each Related Person is duly authorized to execute and deliver this Amendment and the Renewal Note to the extent it is a party thereto and Borrower is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Each Related Person has duly taken all corporate action necessary to authorize the execution and delivery by it of this Amendment and the Amendment Documents Renewal Note to which the extent it is a party thereto and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations hereunder and thereunder. (c) The execution and delivery by Borrower each Related Person of this Amendment and the Amendment Documents Renewal Note to which the extent it is a partyparty thereto, the performance by it of such Person of its obligations under such Amendment Documents, hereunder and thereunder and the consummation of the transactions contemplated by such Amendment Documents, hereby and thereby do not and will not (a) conflict with, violate or result in a breach of with any provision of (i)law, to statute, rule or any of its knowledge, any Law, (ii) its Organizational Documentsorganizational documents, or (iii) of any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) or result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien lien, charge or encumbrance upon any assets or properties or any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsassets. Except (x) as expressly contemplated in the Amendment Documents and (y) such as for those which have been obtained or made and are in full force and effect, to its knowledgeduly obtained, no permit, consent, approval, authorization or order of, and no notice to of any court or filing with, any Governmental Authority governmental authority or third party is required on the part of or in its respect in connection with the execution, execution and delivery or performance by it any Related Person of any this Amendment Document and the Renewal Note or to consummate any the transactions contemplated by the Amendment Documentshereby and thereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each of this Amendment, the Credit Agreement and the Renewal Note will be, legal, valid be a legal and binding obligations obligation of itBorrower and each other Related Person which is a party thereto, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or and similar Laws of general application relating laws applying to the enforcement of creditors ‘ creditors' rights generally and by general principles of equityequity applying to creditors' rights generally. (e) The audited annual Consolidated financial statements of Borrower dated as of October 31, 1997 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Bank One. Since October 31, 1997, no material adverse change has occurred in the financial condition or businesses or in the Consolidated financial condition or businesses of Borrower.

Representations and Warranties of Borrower. In order to induce each Lender to enter into this Amendment, Borrower represents and ------------------------------------------ warrants to Administrative Agent that (a) Borrower is a corporation duly organized and each Lender thatvalidly existing in good standing under the laws of the state of its incorporation; (b) the execution, delivery and performance of this Agreement and all related instruments and documents: (a1) All representations and warranties made have been duly authorized by Borrower in any Loan Document are true and correct in all material respects necessary corporate action on the part of Borrower, (without duplication 2) do not require the approval of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation stockholder, partner, trustee, or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication holder of any materiality qualifier contained therein) obligations of Borrower except such as of such specific date). (b) Borrower has have been duly taken all corporate action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder. (c) The execution and delivery by Borrower of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documentsobtained, and the consummation of the transactions contemplated by such Amendment Documents, (3) do not and will not (a) conflict withcontravene any law, violate governmental rule, regulation or order now binding on Borrower, or the charter or by-laws of Borrower, or contravene the provisions of, or constitute a default under, or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its Organizational Documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien lien or encumbrance upon the property of Borrower under, any of indenture, mortgage, contract or other agreement to which Borrower is a party or by which it or its assets or properties except as expressly contemplated or permitted in property is bound; (c) the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledgewhen entered into, no permit, consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents. (d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, constitute legal, valid and binding obligations of it, Borrower enforceable against it Borrower in accordance with their the terms thereof; (d) there are no pending actions or proceedings to which Borrower is a party, and there are no other pending or threatened actions or proceedings of which Borrower has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate, would adversely affect the financial condition of Borrower, or the ability of Borrower to perform its obligations under the Loan Documents; (e) Borrower is not in default under any obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any installments under any lease agreement which, either individually or in the aggregate, would have the same such effect; (f) under the laws of the state(s) in which the Equipment is to be located, the Equipment consists solely of personal property and not fixtures; (g) the financial statements of Borrower (copies of which have been furnished to KEF) have been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), and fairly present Borrower's financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations; (h) the address stated above is the chief place of business and chief executive office, or in the case of individuals, the primary residence, of Borrower; (i) Borrower does not conduct business under a trade, assumed or fictitious name, except as set forth in Schedule 1; (j) this Agreement creates a valid first priority security interest in the Collateral securing payment and performance of the Secured Obligations and all filings and other action necessary to perfect such enforcement may security interest have been taken or shall be limited by bankruptcypromptly taken; (k) Borrower has filed or has caused to have been filed all Federal, insolvency or similar Laws of general application relating state and local tax returns which, to the enforcement knowledge of creditors ‘ rights Borrower, are required to be filed, and has paid or caused to have been paid all taxes as shown on such returns or on any assessment received by it, to the extent that such taxes have become due, unless and to the extent only that such taxes, assessments and governmental charges are currently contested in good faith and by general principles appropriate proceedings by Borrower and adequate reserves therefor have been established as required under GAAP and, to the extent Borrower believes it advisable to do so, Borrower has set up reserves which are believed by Borrower to be adequate for the payment of equityadditional taxes for years which have not been audited by the respective tax authorities; (l) except as previously disclosed in writing to KEF, neither Borrower nor any of its officers or directors (if a corporation), partners (if a partnership) or members or managers (if a limited liability corporation) has, directly or indirectly, any financial interest in the Supplier, and (m) Borrower is not in violation of any Applicable Law, the violation of which would have a material adverse effect on the conduct of its business, and Borrower has obtained any and all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its properties and the conduct of its business; and (n) none of the proceeds of the loan made by KEF will be used, directly or indirectly, by Borrower for the purpose of purchasing or carrying, or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any "margin stock" within the meaning of Regulation U (12 CFR Part 221), of the Board of Governors of the Federal Reserve System (herein called "margin stock") or for any other purpose which might make the transactions contemplated herein a "purpose credit" within the meaning of Regulation U, or cause this Agreement to violate any other regulation of the Board of Governors of the Federal Reserve System or the Securities Exchange Act of 1934 or the Small Business Investment Act of 1958, as amended, or any rules or regulations promulgated under any of such statutes.

Representations and Warranties of Borrower. In order to ---------------------------------------------- induce each Lender to enter into this Amendment, Borrower represents and warrants to Administrative Agent and each Lender that: (a) All representations and warranties made by Borrower any Restricted Person in any Loan Document delivered on or before the date hereof are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness date hereof (except to the extent that the facts upon which such representations are based have been changed by the transactions contemplated herein) as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date)date hereof. (b) Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of the this Amendment Documents to which it is a party and to authorize the consummation performance of the transactions contemplated thereby and the performance obligations of its obligations thereunderBorrower hereunder. (c) The execution and delivery by Borrower of the this Amendment Documents to which it is a party, and the performance by it Borrower of its obligations under such Amendment Documents, hereunder and the consummation of the transactions contemplated by such Amendment Documents, do hereby does not and will not (a) conflict with, violate or result in a breach of with any provision of (i)law, to its knowledgestatute, any Law, (ii) its Organizational Documentsrule or regulation or of the articles of incorporation and bylaws of Borrower, or (iii) of any material agreement, judgment, license, order or permit applicable to or binding upon itBorrower, (b) or result in the acceleration of any Indebtedness owed by it, or (c) result in or require the creation of any Lien lien, charge or encumbrance upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documentsof Borrower. Except (x) as expressly contemplated in the Amendment Documents and (y) such as for those which have been obtained or made and are in full force and effect, to its knowledgeobtained, no permit, consent, approval, authorization or order of, and no notice to of any court or filing with, any Governmental Authority governmental authority or third party is required on the part of or in its respect in connection with the execution, execution and delivery or performance by it Borrower of any this Amendment Document or to consummate any the transactions contemplated by the Amendment Documentshereby. (d) This Amendment is, and the other Amendment Documents when When duly executed and delivered delivered, each of this Amendment and the Credit Agreement will be, legal, valid be a legal and binding obligations obligation of itBorrower, enforceable against it in accordance with their terms its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar Laws laws of general application relating to the enforcement of creditors ‘ creditors' rights and by general equitable principles of equitygeneral application. (e) Drafts of the audited annual Consolidated financial statements of Borrower dated as of June 30, 1999 (the "Draft Financial Statements") fairly present the Consolidated financial position at such date and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. The Draft Financial Statements have heretofore been delivered to each Lender. Since such date, no material adverse change has occurred in the financial condition or businesses or in the Consolidated financial condition or businesses of Borrower.